Supplier
Standard Terms & Conditions for Contractors
These standard terms and conditions form part of the Contract issued by Black Line Retail to the Supplier for the provision of the services by the Supplier to Black Line Retail.
1. ENGAGEMENT
1.1 Black Line Retail appoints the Supplier to provide the Services and complete the Project For the purposes of providing the Services, Black Line Retail may from time to time supply the Suppler with the Supplier goods. The Supplier accepts the appointment and agrees to perform the Services and complete the Approved Works as per the agreed Completion Schedule and within the set Timeframes.
1.4 Nothing in this Contract means or implies that the relationship between Black Line Retail and the Supplier is that of partners, employer and employee or in a joint venture. No party has authority or reason to bind the other party.
2. APPOINTMENT
2.1 This Contract will form the only recognised Contract for the Project and supersede any Contract or agreement previously entered into between Black Line Retail and the Supplier in respect to the Project.
3. PROJECTS
3.1 Each Project constitutes a separate contract for the provision of the Approved Works and / or Services.
3.2 Black Line Retail may cancel part or the whole Project at any time. If Black Line Retail cancels a Project then:
a. The part or whole of the Project that has been cancelled is voided as if it were never issued or accepted.
b. Black Line Retail is not required to pay any Service Fees (or any other compensation to the Supplier) in respect of the cancelled part or whole of the Project.; and
c. The Supplier is not required to supply the Services or the Approved Works for the cancelled part of the Project.
3.3 For the avoidance of doubt, Black Line Retail will be liable for any Services supplied or Approved Works completed prior to the date of cancellation of the Project.
3.4 In the event, at the date of cancellation Services and Approved Works are still being supplied and completed, the Supplier will be obliged to continue to supply and Black Line Retail will be obliged to pay for, the Services and or complete the Approved Works which have commenced or been approved prior to the date the Project was cancelled.
3.5 For the avoidance of doubt, nothing discharges Black Line Retail from any obligation to pay the applicable Service Fees for any Services or Approved Works which have already been performed by the Supplier at the time of cancellation, subject to any other rights Black Line Retail may have arising out this Contract.
4. SUPPLIER GOODS
4.1 Black Line Retail and the Supplier agree that from time to time a Project may require that Black Line Retail deliver to the Supplier the Supplier Goods, being for the purposes of the Supplier supplying the Services.
4.2 Black Line Retail will deliver the Supplier Goods to the Supplier as required by the Project pursuant to these Terms and Conditions.
4.3 In accordance with the Project, Black Line Retail may deliver the Supplier Goods to either the Site, or the Supplier Premises.
4.4 The Supplier acknowledges and agrees that its rights in the Supplier Goods are those of a bailee arising under a bailment arrangement with the Black Line Retail.
4.5 Black Line Retail may give notice in writing to the Supplier to return the Supplier Goods or any of them to Black Line Retail and, upon such notice, the Supplier’s right to the Supplier Goods or any other interest in the Supplier Goods will cease.
4.6 If the Supplier supplies the Supplier Goods to any person, whether or not with Black Line Retail’s consent, the Supplier holds the proceeds of the resupply of the Supplier Goods on trust for Black Line Retail and will pay the proceeds of sale to the Black Line Retail upon receipt.
4.7 If the Supplier breaches clauses 4.5 or 4.6, Black Line Retail may enter upon any site, to repossess the Supplier Goods without incurring liability to the Supplier or any other person, and the Supplier grants Black Line Retail an irrevocable licence to do so.
5. SUPPLIER’S OBLIGATIONS
5.1 The Supplier must ensure that all Services and Approved Works are provided promptly and in a competent and professional manner. Without limiting its obligations, the Supplier must act:
a. With due skill, care and diligence and in compliance with all applicable laws and regulatory obligations.
b. In accordance with any reasonable directions of Black Line Retail from time to time.
c. In a manner consistent with the best interests of Black Line Retail.
5.2 The Supplier must only employ or retain persons who are skilled, qualified, and experienced to the level expected in the industry in which the Supplier carries on business.
5.3 The Supplier must, when directed by Black Line Retail at any time, re-perform all or any part of the Services at its own cost in order to remedy any Defects or deficiencies in the Services provided.
5.4 The Supplier must inspect any Supplier Goods within 24 hours of the delivery of the Supplier Goods and report any damage to Black Line Retail immediately via a report (Damage Report). The Damage Report must include:
a. Detailed description of the damaged Supplier Goods;
b. Photos of damage to packaging before unpacking Supplier Goods;
c. Photos of the damaged Supplier Goods while partially unpacked with damage visible to the Supplier Goods and
d. Photos of damaged Supplier Goods completely unpacked
5.5 The cost of any damaged items not reported to Black Line Retail within 24 hours of receipt will at the discretion of Black Line Retail or any damage caused while in supplier’s control, will be deducted from the Supplier’s invoice.
6. DEFECTS
6.1 Black Line Retail will provide a written Defects Report:
6.1.1 within 24 hours of the Handover Inspection; and
6.1.2 within 48 hours of the Customer Hand Over Date.
6.2 The rectification of all Defects within the Defect Report are to occur within 7 days of receipt of the Defect Report.
6.3 The Supplier is responsible for all on-costs associated with the rectification of Defects including but not limited to out of hours store access, security, Black Line Retail re-inspection costs, travel and disbursements.
6.4 Any Defects not rectified within 7 days of receipt of the Defect Report provided in accordance with clause 6.2 require the presentation of photographs of completed works to be provided to Black Line Retail by the Supplier as evidence of the completion of the Defects.
6.5 Any Defects not rectified within 28 days of receipt of the Defect Report provided in accordance with clause 6.2 will be rectified by Black Line Retail through alternate contractors, with the cost of such repairs being at the cost of the Supplier.
7. DELAY AND EXTENSION OF TIME: The Supplier must immediately, after they become aware of anything that may delay any Milestone Date of the Project, notify Black Line Retail in writing of the cause and anticipated period of delay.
8. DESIGN
8.1 The Black Line Retail approved Tender Set are the only agreed drawing set to reference in the provision of the Services and Approved Works.
8.2 Any build amendment to the Black Line Retail Approved Works will be agreed between the Parties and made in writing with final consent to be provided by Black Line Retail.
8.3 The Supplier is responsible to raise any questions or anomalies relating to design with Black Line Retail, prior to starting work on site.
9. INSPECTION
9.1 Unless otherwise agreed in writing, a formal Handover Inspection will take place at the nominated Handover Inspection Date and the Client Hand Over Date.
9.2 The Supplier’s Nominated Shopfitter and Black Line Retail’s Project Manager are required to attend this inspection.
9.3 The determination of a Defect is entirely at the discretion of Black Line Retail, with such a determination being final.
9.4 Black Line Retail and the Supplier may by mutual agreement determine to hold a Handover Inspection at a date as determined by the parties. The Supplier acknowledges that in accordance with clause 6 the costs of travel and other cancellation costs will at the Suppliers expense in the event the Hand over Inspections are cancelled.
10. DUTY TO DELIVER UP MATERIAL
10.1 The Supplier agrees that Black Line Retail owns all documents, papers, reports, writings, other records and anything else containing confidential information (Confidential Information), whether or not created by the Supplier or the Supplier’s personnel in the course of or for the purpose of completing the Project, and the Supplier will be entitled to use such company records for the purposes of this Contract.
10.2 On termination of this Contract, or earlier on request from Black Line Retail, the Supplier will deliver up to Black Line Retail all Confidential Information which is in the possession or custody or under the control of the Supplier or the Suppliers personnel, and expunge from its systems all such Confidential Information held in electronic form.
10.3 On termination of this Contract, or earlier on request from Black Line Retail, the Supplier will deliver up to Black Line Retail all of Black Line Retail’s company records, discs, access keys and other materials which are in the possession or custody or under the control of the Supplier or the Suppliers personnel, and expunge from its systems all company records held in electronic form.
Sub-Contracting and Assignment
10.4 The Supplier must not subcontract its obligations, assign its rights or otherwise deal with this Contract or any right or obligation under this Contract without Black Line Retail’s prior written consent.
10.5 If consent has been provided by Black Line Retail under clause 11.1 the Supplier is liable to Black Line Retail for the acts, defaults and omissions of the Sub-Contractor as if they were the acts, defaults or omissions of the Supplier.
11. MANUFACTURED ITEMS Black Line Retail reserves the right to supply any or all Manufactured Items in accordance with the Approved Works.
12. Liquidated Damages
12.1 In the event the Supplier fails to deliver the Services on the agreed Project Milestone Date, the Supplier agrees to pay Damages to Black Line Retail calculated in the following manner should the Project not reach practical completion on the nominated inspection date as set out in the Tender Application:
a. $1,500 per day penalty for each day after the Project Milestone Date in which the store does not reach practical completion.
b. The cost to re-direct stock deliveries incurred by Black Line Retail or the Client scheduled for handover, and associated freight and storage costs.
c. The cost of client staff rostered to work the day of handover and each day until the store is practically complete.
d. The pro rata cost of rent and outgoings, for each day the store is not delivered.
e. Travel and accommodation costs associated with re-inspection by Black Line Retail.
f. The additional labour by Black Line Retail to co-ordinate the Project, re-inspect etc.
12.2 The contractor is to provide 7 days written notice of any project delays impacting the nominated Handover inspection.
13. INSURANCES
13.1 All Sub Contractors engaged by the Supplier are to have and provide on request a minimum of $10 million Public Liability Insurance (certificate of currency), Workers Compensation Insurance (certificate of currency) and Paid up Superannuation entitlements for all staff (see Director Declaration)
13.2 The Supplier must effect and keep current policies of insurance in respect of such risks as Black Line Retail may reasonably require from time to time.
13.3 All insurance policies to be obtained by the Supplier must be on terms satisfactory to Black Line Retail and with an insurer approved by Black Line Retail, and must upon its occurrence notify Black Line Retail in writing of notice of cancellation or any other notice concerning the policy to the Supplier.
13.4 Before commencing the services, and when requested by Black Line Retail from time to time, the Supplier must promptly provide Black Line Retail copies of current certificates of currency for any insurance policies required.
13.5 The Supplier must ensure that its sub-contractors are similarly insured or covered by the insurance required for the relevant services to be performed by the Sub-Contractors.
14. INVOICES
14.1 the Supplier agrees and confirms that all invoices will be in an email form agreed by Black Line Retail Retail, addressed to Accounts Payable and emailed to accounts@blacklinegroup.com.au.
14.2 All invoices are to include the nominated project code to assist with timely payment.
15. SERVICE FEES
15.1 In respect of part cancellation, the Supplier will supply, and Black Line Retail will pay for, the remaining part of the project not cancelled by Black Line Retail in accordance with the terms of this Contract.
15.2 The Service Fees are inclusive of all costs, disbursements, GST, and other expenses required to complete the Project.
16. PAYMENT
16.1 Black Line Retail must pay to the Supplier the Service Fee for the Services provided in accordance with this Contract including clause 17.5.
16.2 Failure by Black Line Retail to pay an invoice, or any part of it, by the date due for payment will not entitle the Supplier to cease to provide the Services or any part of the Services still required to be performed under this Contract.
16.3 Black Line Retail may deduct, withhold or set off from any amounts payable by Black Line Retail to the Supplier, any monies which have, or which in the opinion of Black Line Retail may become payable to Black Line Retail by the Supplier under this Contract.
16.4 The Supplier acknowledges and agrees that each invoice will be provided to Black Line Retail no later than three (3) days prior to the date payable as set out in the table below.
16.5 Project invoices are to be provided in the following manner – no other formats are acceptable, unless otherwise agreed by the parties.
17. VARIATIONS
17.1 Only variations approved by way of a Purchase Order by Black Line Retail will be recognised. The Supplier is to provide a Variation Order for Black Line Retail’s review and sign off for each positive / negative variation.
17.2 Any Variation Order approved by Black Line Retail will be an Approved Variation and form part of the Approved Works.
18. WARRANTY: Unless required by Law or otherwise agreed in writing by Black Line Retail, the warranty period on all manufactured items and workmanship is 12 months. The warranty is to include all on-costs associated with any repairs including site access, out of hours security etc.
19. SUPPLIER WARRANTIES
19.1 The Supplier warrants that it, and the Supplier’s personnel, have the requisite knowledge, skill and expertise to provide the services in accordance with the provisions of this Contract.
19.2 The Project will in every respect be fit for their intended purpose and for all purposes the services might reasonably be expected to achieve.
19.3 The provision of the Project by the Supplier will not infringe any right of any third party or any law, statute, regulation or rule, and the Service will comply with this Contract.
19.4 Upon becoming aware of any breach of warranty under this Contract or promptly upon receiving notice of any breach from Black Line Retail, the Supplier must, at its own expense and without prejudice to any other rights or remedies which have accrued or may accrue in favour of Black Line Retail, take all reasonable action to correct the breach.
20. DELIVERY: The Supplier is responsible in managing the delivery of any Contractor Supplied Items within the timeframes of the Completion Schedule.
21. INDEMNITY
21.1 The Supplier indemnifies and holds Black Line Retail harmless against:
a. all Losses incurred by Black Line Retail in respect of the Supplier’s actions in respect of the Project; and
b. all legal costs (including legal costs on a full indemnity basis) and other expenses incurred by Black Line Retail in connection with a demand, action, arbitration, or other proceeding (including mediation, compromise, out of court settlement or appeal) arising directly or indirectly in connection with the provision of the services or a breach or non-performance of any of the obligations of the Supplier.
22. INTELLECTUAL PROPERTY
22.1 Black Line Retail retains all rights, title and interest in the Developed IPR. For the avoidance of doubt, the Supplier retains all rights, title and interest in the Supplier’s IPR and Black Line Retail retains all rights, title and interest in Black Line Retail IPR. The Supplier and Black Line Retail each grant the other a non-exclusive, royalty free and non-sublicensable license to use Black Line Retail IPR and the Supplier’s IPR for the purposes of undertaking and completing the Project under this Contract.
22.2 To the extent the Supplier contributes to the Developed IPR, the Supplier will procure and assign, and will require the Supplier’s personnel to procure and assign to Black Line Retail any rights, interests in and title to the Developed IPR with no rights to additional compensation, reward or financial entitlement being due to Black Line Retail. The Supplier must do all things reasonably necessary to execute all such documents and do all things necessary, proper and desirable to give full effect to enable Black Line Retail to fully enjoy, utilise, and exploit the Developed IPR.
22.3 To the extent the Supplier contributes to the Developed IPR, the Supplier must promptly disclose to Black Line Retail full details of all Developed IPR together with any technical information and know how relating to it.
22.4 To the extent the Supplier contributes to the Developed IPR, the Supplier warrants Developed IPR created under this Contract, does not infringe any IPR belonging to any third party, and indemnifies Black Line Retail against all losses, liabilities, expenses, demands, claims, and costs (including legal costs on a full indemnity basis) arising from any allegation of infringement.
22.5 The Supplier must immediately notify Black Line Retail of any immediate or possible threat of infringement by any third party.
23. CONFIDENTIALITY
23.1 No Party must not without the prior written consent of the other Party, disclose to any person or in any way use or reproduce any Confidential Information obtained by it in the course of performing this Contract.
23.2 Notwithstanding, the Supplier may disclose the Confidential Information:
23.2.1 To the Supplier’s personnel to the extent that they require information for the purposes of this Contract;
23.2.2 To its professional advisers for the purpose of obtaining advice in relation to this Contract or any matter arising from this Contract; and
23.2.3 If required by Law, or in connection with legal proceedings relating to this Contract.
23.3 The Supplier must use reasonable endeavours to ensure that the Supplier’s personnel do not make any unauthorised use, reproduction or disclosure of the Confidential Information.
24. DISPUTE RESOLUTION
24.1 If a dispute arises in connection with this Contract, a party must give to the other party a written notice of dispute adequately identifying and providing details of the dispute.
24.2 On receipt of the notice of dispute and prior to commencing any court action or proceeding, the parties must endeavour in good faith to resolve the dispute through conciliation.
24.3 If a dispute persists for more than seven (7) days, either party can refer the dispute to mediation before a mediator to be appointed by the Australian Commercial Disputes Centre. The costs of mediation will be shared by the parties equally.
25. WORK HEALTH AND SAFETY
25.1 In completing the project, the Supplier must not:
a. Breach the WHS laws
b. Do or allow to be done, or omit or allow to be omitted, anything which may result in Black Line Retail being in breach of the WHS laws.
25.2 Without limiting the above, the Supplier must:
a. Ensure, so far as is reasonably practicable, that its workers and other persons are not exposed to risks to their health and safety.
b. Ensure, so far as is reasonable practicable, that its workers are appropriately trained, inducted and supervised.
c. Develop, implement, and maintain appropriate work health and safety policies and procedures.
d. Ensure, so far as is reasonably practicable, that its workers comply with WHS laws and the Suppliers’ work health and safety policies and procedures applicable to the Project.
25.3 Prior to commencing the services the Supplier acknowledges and agrees that it will deliver via email to whs@blacklinegroup.com.au the following documents:
a. Supplier’s work health and safety management plan for the Project or equivalent;
b. The Supplier’s safe work method statement(s) for the Project or equivalent;
c. The Supplier’s induction documents and procedures or equivalent; and
d. Any other document Black Line Retail may deem applicable (Collectively referred to as WHS Materials)
25.4 Black Line Retail may direct the Supplier to amend any of the documents referred to in clause 24.2.2 and the Supplier must comply with any such direction made by Black Line Retail, and the Supplier must have obtained a rating in the CM3 OHS Assessment that is acceptable to Black Line Retail.
25.5 Black Line Retail reserve the right after providing the Supplier with 24 hours’ notice, to conduct an audit of the Suppliers WHS Materials at a time and date Black Line Retail determine.
26. NOTIFICATION OF INCIDENTS: The Supplier must immediately notify Black Line Retail of any accident, notifiable incident, injury, or illness which occurs during the performance of, or is in any way connected to, the Project via the email address: whs@blacklinegroup.com.au.
27. HOW TO GIVE NOTICE
27.1 In addition to any other method of service provided by Law, the notice may be:
a. Sent by prepaid post to the address of the addressee
b. Sent by facsimile to the facsimile number of the addressee
c. Sent by electronic mail to the electronic mail address of the addressee
d. Delivered at the address of the addressee
28. TERMINATION
28.1 Black Line Retail or the Supplier may terminate this Contract at any time with immediate effect if:
a. Black Line Retail or the Supplier breached any material provision of this Contract, and in the case of a breach which can be remedied, the Supplier fails to remedy the breach within 7 days after receiving written notice by Black Line Retail requiring it to do so;
b. An Act of Default occurs;
28.2 Black Line Retail or the Supplier may with the consent of the other party, terminate this Contract at any time with cause by giving at least 7 days’ notice to the Supplier (Notice Period). Black Line Retail may direct the Supplier not to perform any Services or Approved Works during the notice period. For the avoidance of doubt, if Black Line Retail does not direct the Supplier, the Supplier must perform the Services or Approved Works during the notice period.
28.3 Termination or expiry of this Contract, however caused, is without prejudice to any rights or liabilities of the parties accruing as at the date of termination.
28.4 As and from the date of termination, the Supplier has no claim against Black Line Retail arising out of or in connection with the termination of this Contract, other than amounts due and payable for the Services and Approved Works provided up until the date of termination.
29. ENTIRE UNDERSTANDING
29.1 This Contract is the entire agreement and understanding between the parties in everything connected with the subject matter of this Contract.
29.2 An amendment or variation to this Contract is not effective unless it is in writing and signed by the parties.
If anything in this Contract is unenforceable, illegal or void then it is severed and the rest of this Contract remains in force.
30. PRIVACY POLICY
30.1 Black Line Retail is an organisation bound by the Australian Privacy Principles and the Credit Reporting Code under the Privacy Act 1988 (Cth) (Privacy Act). A copy of the Australian Privacy Principles and Credit Reporting Code are both available from the Office of the Australian Information Commissioner’s website at www.oaic.gov.au.
30.2 Black Line Retail’s Privacy Policy and Credit Reporting Policy, as amended from time to time, are incorporated into this Contract. The Privacy and Credit Reporting Policy specifies how the collection, use and disclosure of Credit Reporting Information, Credit Eligibility Information, Personal Information and Sensitive Information may occur. A copy of the Privacy Policy and Credit Reporting Policy can be accessed by clicking on the following link [insert link to policy] or on the Black Line Retail’s website at www.blacklinegroup.com.au.
31. GOVERNING LAW
31.1 These Conditions are governed by and construed in accordance with the laws of [insert state/territory], Australia.
Nothing in these Conditions is intended to exclude, restrict or modify rights which the Supplier may have under the ACL or any other Law.
31.2 If any provision of these Conditions is invalid under the ACL or any other Law, that provision is enforceable to the extent that it is not invalid, and if it is not possible to give that provision any effect at all, then it is to be severed from these Conditions and the remainder of these Conditions will continue to have full force and effect.
32. FORCE MAJEURE
32.1 Neither party will be liable for any delay or failure in the performance of any obligation or the exercise of any right under this Contract or for any loss or damage if such performance or exercise is prevented or hindered in whole or in part by reason of a Force Majeure Event.
32.2 Nothing in this clause will excuse payment of any money due or which becomes due under this Contract.
33. INTERPRETATION
33.1 ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
33.2 Act of Default occurs if either party:
33.2.1 commits a material breach of these Conditions;
33.2.2 commits an act of bankruptcy, enters into any composition or arrangement with its creditors or does anything which would make it liable to be put into liquidation;
33.2.3 is subject to a resolution or an application for liquidation;
33.2.4 has a receiver, other form of insolvency administrator or statutory or official manager appointed over any of its assets; or
33.2.5 anything analogous to or having similar effect to any of the other events above arises.
33.3 Approved Variation means a Variation Order approved by Black Line Retail;
33.4 Approved Works means the approved works and Services that are to be completed as set out in the Purchase Order and agreed by Black Line Retail;
33.5 Black Line Retail means Black Line Australia Pty Limited ACN: 109 895 436;
33.6 Black Line Retail IPR means all existing IPR in the name of Black Line Retail created, developed and/or protected prior to entering into these Terms and Conditions with the Supplier.
33.7 Client means the client named in the schedules of this Contract;
33.8 Client Contract means the contract entered into between Black Line Retail and the Client dated on or around the date of this Contract;
33.9 Client Hand Over Date means the date the Approved Works are handed over to the Customer in accordance with the Client Contract;
33.10 CM3 OHS Assessment means an assessment of the Supplier’s Occupational Health and Safety capabilities conducted by Cm3;
33.11 Completion Schedule means the agreed Key Project Milestone Dates as set out in the Approved Works;
33.12 Confidential Information has the meaning set out in clause 10.1;
33.13 Consequential Loss means loss of revenue, profits, anticipated savings or business opportunity and any form of consequential, special, indirect, punitive or exemplary loss or damage;
33.14 Contract means the Tender Application, Approved Works and these Terms and Conditions;
33.15 Contractor Supplied Items
33.16 Credit Reporting Information, Credit Eligibility Information, Personal Information and Sensitive Information have the meaning prescribed to them in the Privacy Act 1988 (Cth);
33.17 Damages has the meaning referred to in clause 13.1;
33.18 Defect means either:
33.18.1 any Works or any component or part of any Works that do not operate or function in accordance with the specifications set out in the Approved Works or the Tender Application or operate outside of, or are used or adapted in a manner contrary to, their design specification or product limits as required by the relevant manufacturer;
33.18.2 any part of the Services that does not comply with the specifications of the Approved Works, Tender Application or (as the case may be), variations (including in respect of additional work requests);
33.19 Developed IPR means all IPR including IPR in the Tender Set specifically created and developed for the Project (but excluding Black Line IPR and the Supplier IPR) in accordance with these Terms and Conditions.
33.20 Force Majeure Event means any event or circumstances which is beyond the reasonable control of the effected party which results in or causes the failure of that party to perform any of its obligations under this Contract;
33.21 GST has the meaning prescribed to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended);
33.22 Handover Inspection means the inspection held upon the Handover Inspection Date whereby the Supplier and Black Line Retail inspect the Approved Works and detail any Defects;
33.23 Hand over Inspection Date means the date set out in the Approved Works;
33.24 Intellectual Property Rights (IPR) means all rights relating to copyright and neighbouring rights, trade marks (registered and unregistered), designs, all rights in relation to inventions (including patent rights, semi-conductor or circuit layout rights), and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including manuals, specifications, drawings and technical data but excluding moral rights which by law are non-assignable;
33.25 Law means any relevant federal, state, or local statute, ordinance, rule, regulation or standard, and includes the ACL, as amended from time to time;
33.26 Loss means any liability, including any loss, claim, damage, demand, injury or death, and any penalty imposed by a statutory or other authority;
33.27 Manufactured Items have the meaning provided in the Tender Application;
33.28 Nominated Shopfitter means the Suppliers representative nominated to attend the Handover Inspection;
33.29 Notice Period has the meaning provided in clause 29.4;
33.30 Project means the Approved Works and Services;
33.31 Project Manager means the representative of Black Line Retail nominated to attend the Handover Inspection;
33.32 Purchase Order means:
33.32.1 an order by Back Line Retail for the supply of the Project pursuant to this Contract, as set out in a Sales Order or as placed by Black Line Retail in accordance with any other order process imposed by Black Line Retail as advised to the Suppler from time to time; and
33.32.2 Will be entitled “Purchase Order / Tax Invoice” and which constitutes a Tax Invoice for the purposes of A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended);
33.33 Service Fee means the price specified in a Purchase Order for the Works, Services and Goods and, unless otherwise agreed in writing, excludes delivery costs;
33.34 Services means the services supplied by the Supplier in accordance with the Purchase Order
Site means the address set out in the Approved Works and/ or Purchase Order where the Services and / or the Approved Works are to take place;
33.35 Sub- Contractor means any contractor engaged by the Suppler to complete the Approved Works and / or the Services;
33.36 Supplier means the supplier listed in the Tender Application
33.37 Supplier Goods means the goods supplied by Black Line Retail to the Supplier for the purposes of completing the Project set out in the Approved Works and / or Purchase Order;
33.38 Supplier IPR means all existing IPR in the name of the Supplier created, developed and/or protected prior to entering these Terms and Conditions with Black Line Retail
33.39 Supplier Premises means the Suppliers address for the supply of the Supplier Goods as described in the Approved Works and / or the Purchase Order;
33.40 Tender Set means any and all designs, drawings, photographs, plans, surveying plans, construction plans, and any other instruction document (howsoever created and stored) and any combination thereof, provided by Black Line Retail to the Supplier, for the purposes of in order for the Supplier to complete the Approved Works and conduct the Services;
33.41 Tender Application means the tender for the Project submitted by the Suppler to Black Line Retail;
33.42 Timeframes means the set times in which the Supplier must comply as set out in the Completion Schedule;
33.43 Vacant Possession means the handover of the site to the Supplier to commence the Approved Works and perform the Services;
33.44 Variation Order means the formal request by the Supplier to vary the Approved Works;
33.45 Warranty Document means any document provided with the Supplier Goods or Services in which Black Line Retail gives a warranty in relation to the Supplier Goods; and
33.46 WHS Laws means the workplace health and Safety Laws in the state in which the; Project is to be completed.