Terms and conditions
These terms and conditions ("Conditions") apply to an Order in its entirety. These Conditions must be accepted as a whole and may not be accepted in part.
1. DEFINITIONS AND INTERPRETATION
In the Contract, unless the context otherwise requires, the following definitions will apply:
Approved Expenses means GLS’s expenses (if any) included in the Quote or approved by the Customer in writing prior to any expenditure being incurred;
Business Day means a day on which banks are open to the public in Brisbane, Queensland;
Business Hours means from 8am to 5pm on a Business Day;
Conditions means these terms and conditions of Contract;
Confidential Information means information of, or supplied by, the Customer, that:
- is by its nature confidential;
- is designated by a Party as confidential; or
- a Party knows or ought to know is confidential;
and includes information:
- comprised in or relating to any Intellectual Property Rights of a Party;
- concerning the internal management and structure, personnel, processes and policies, commercial operations, financial arrangements or affairs of a Party;
- that is of actual or potential commercial value to a Party; and
- relating to the clients or suppliers of a Party;
but does not include information that:
- was already in the possession of a Party and not subject to an obligation of confidentiality, is lawfully received from a third party or independently developed by a Party or is public knowledge other than through a breach of an obligation of confidentiality;
Contract means the legally binding contract between the Customer and GLS constituted by the documents specified in clause 2.1;
Contract Material means any material that is created, written or otherwise brought into existence by or on behalf of GLS in the course of performing or carrying out the Contract but excludes the background methodologies and tools of GLS and any adaptations or improvements to those background methodologies and tools;
Correctly Rendered Invoice means an invoice:
- in which the amount claimed is due for payment in accordance with the Contract;
- in which the amount claimed is correctly calculated in accordance with the Contract;
- which correctly identifies the Goods and/or Services supplied; and
- which, if GST is applicable is a valid tax invoice under the GST Legislation;
Customer means the entity specified in the Order, who is procuring the Goods and/or Services;
Customer Supplied Items means any linen, mops, hover mats, slings or other items, whether specified in the Order or not, that are owned by the Customer, are made available for collection by, or delivered to, GLS and in respect of which GLS is to perform the Services;
Existing Material means any material of a Party that pre-dates the Contract or is brought into existence by a Party independently of the Contract and which is incorporated into the Contract Material;
Force Majeure means any event beyond the reasonable control of the party affected and includes an event due to natural causes that happens independently of human intervention;
Goods means the linen, mops, canvas bags or other material or items specified in the Order, to be supplied by GLS to the Customer, on hire or otherwise (if applicable);
GST means a goods and services tax imposed by or through the GST Legislation;
GST Amount means the amount of GST payable in respect of any taxable supply under the Contract, calculated at the rate of GST applicable at the time;
GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related tax imposition law (whether imposing tax as a duty of customs excise or otherwise) and includes any legislation which is enacted to validate, recapture or recoup the tax imposed by any of such laws;
Intellectual Property Rights includes all copyright, trade mark, design, patents or other proprietary rights, or any rights to registration of such rights existing in Australia, or elsewhere or as protected by legislation from time to time, whether created before, on or after the commencement date of the Contract;
Linen means and includes all items, whether Customer Supplied Items, Goods or other linen, mops or items that are delivered to, or collected by GLS, for the purposes of GLS performing the Services;
Notice means a notice in writing which may be given by personal delivery, pre-paid postage or facsimile to the Party’s business address or registered office or, except for a notice under clause 12, given by email to a Party’s nominated email address;
Order means the Customer's signed acceptance of the Quote, authorising the purchase of the Goods and/or Services by the Customer and creating a binding contract with GLS;
Party means each of the Customer and GLS;
Personal Information is information or an opinion, including information or an opinion forming part of a database, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;
Price and Pricing means the itemised prices in the Quote (or part thereof) and/or the price calculated by reference to a schedule of rates payable by the Customer for the Goods and/or Services and is inclusive of Approved Expenses;
Quote means GLS's quote in its entirety, to which the abridged Conditions are attached; and
Services means the linen services and any other services specified in the Order (if applicable).
The following rules apply in interpreting these Conditions, unless the context otherwise requires:
- words importing a gender include the other gender;
- words in the singular include the plural and vice versa;
- all dollar amounts refer to Australian currency;
- a reference to any legislation includes any subordinate legislation made under it and any legislation amending, consolidating or replacing it;
- a reference to an entity, person includes an individual, corporation, partnership or other legal entity;
- a party includes its executors, administrators, successors and permitted assigns;
- "consent" means prior written consent;
- "in writing" means either by letter, email or facsimile;
- a reference to a clause, attachment or annexure is a reference to a clause, attachment or annexure to these Conditions;
- if a day on which an act is to be done is a Saturday, Sunday or public holiday in the place where the act is to be done, the act may be done on the next business day in that place, unless the Parties agree otherwise;
- if any expression is defined, other grammatical forms of that expression will have the corresponding meaning;
- a reference to a clause is a reference to all of its sub-clauses;
- "includes" means includes without limitation; and
- a document or agreement or a provision of a document or agreement, is a reference to that document, agreement or provision as amended, supplemented, replaced or novated.
2. FORMATION OF CONTRACT
2.1 The following documents will constitute the entire Contract between the Customer and GLS:
- the Order, including the Quote;
- these Conditions; and
- any other document, in whole or part, forming part of the Contract, as agreed in writing between the Customer and GLS.
2.2 In the event of any conflict between the documents specified in clause 2.1, the order of precedence to resolve the conflict will be in the above order.
2.3 The Contract supersedes all prior representations, agreements, statements and understandings between the Customer and Provider, whether oral or in writing relating to the subject matter of the Contract.
3. PROVISION OF GOODS AND/OR SERVICES
3.1 GLS agrees to supply the Goods and/or perform the Services at the frequency or by the time specified in the Order. If no time or frequency is specified GLS agrees to supply the Goods and/or perform the Services at a reasonable frequency or within a reasonable time having regard to normal industry practice.
3.2 All Goods and/or Services provided by GLS to the Customer will comply with the terms and conditions of this Contract, and conform to the description, standards, manner, frequency, quantity and times specified in the Order (if any).
3.3 GLS warrants that in performing the Services:
- it has the necessary skills and qualifications;
- it will exercise appropriate skill, care and diligence;
- it will comply with applicable laws and regulations; and
- it holds and will continue to hold all necessary licenses, permits, permissions and authorities.
3.4 Risk and title in the Goods (free of all encumbrances and interests) will pass to the Customer upon payment by the Customer of the applicable Price.
4. CUSTOMER'S OBLIGATIONS
4.1 Where applicable, the Customer must deliver the Customer Supplied Items to GLS, or make them available for collection by GLS.
- If the Customer is delivering the Customer Supplied Items to GLS, it must arrange for and pay all of the costs associated with the transport of Customer Supplied Items to the address for delivery (including transport charges and insurance).
- The Customer must ensure that the Customer Supplied Items are appropriately packed for safe delivery to GLS, and clearly marked to allow GLS to identify the Customer and the nature of the Customer Supplied Items.
- Property in and risk to the Customer Supplied Items shall at all times remain with the Customer and the Customer shall have full responsibility and liability for any loss or damage to persons or property caused by or arising from the collection, shipping, transport and storage of the Customer Supplied Items.
4.2 Unless otherwise agreed by the Parties, the Customer must deliver the Linen to GLS, or make the Linen available for collection by GLS, contained within the canvass bags or plastic bags (as applicable) supplied by GLS.
4.3 The Parties agree and acknowledge that:
- the Services require GLS to process large volumes of Linen using expensive equipment that can be damaged by foreign objects;
- the Customer must take all reasonable precautions to remove all foreign objects, including, without limitation, metallic and other hard objects, from the Linen before leaving it for collection by, or delivering it to, GLS; and
- the Customer is liable for the costs of repairs to and replacement of GLS’s equipment due to damage caused by foreign objects being present in the Linen upon collection by, or delivery to, GLS.
4.4 If GLS requires access to the Customer’s or a third party’s premises in order to provide the Services (including Services relating to Customer Supplied Items) or deliver the Goods:
- any delay in, or obstruction to, such access is entirely at the Customer’s risk in terms of the Price and time for delivery or completion; and
- the Customer is responsible for providing or procuring a safe workplace for GLS personnel.
5. PRICE AND PAYMENT
5.1 The Customer is obliged to pay GLS for any part of the Goods and/or Services that are due to be delivered and that GLS has delivered to the Customer
5.2 GLS will submit Correctly Rendered Invoices to the Customer on a monthly basis, unless otherwise specified by GLS.
5.3 The Customer will pay GLS the Price within 30 days of the date of a Correctly Rendered Invoice.
5.4 For the avoidance of doubt, the Customer is liable to reimburse GLS for the Approved Expenses, and any other expenses for which GLS has obtained the Customer’s consent.
6.1 The Price is exclusive of GST and, if the Price is consideration for a taxable supply:
- the Customer must pay the GST Amount to GLS in addition to the Price; and
- GLS must remit the GST Amount to the Commissioner of Taxation in accordance with the GST Legislation.
6.2 Where the amount of GST collected by GLS under the Contract differs, for any reason, from the amount of GST paid or payable by GLS to the Commissioner of Taxation, including but not limited to:
- an amendment to the GST Legislation;
- the issue of a ruling or advice by the Commissioner of Taxation;
- a refund of GST to GLS in respect of any supply made under the Contract; or
- a decision of any tribunal or court;
then GLS must issue an appropriate GST adjustment note and the difference must be paid by or to the Customer as the case may be.
7. INTELLECTUAL PROPERTY RIGHTS AND MORAL RIGHTS
7.1 Title to, and Intellectual Property Rights in, all Existing Material remains vested in the originating Party.
7.2 Title to, and Intellectual Property Rights in, all Contract Material will, upon its creation, vest in the Customer, unless otherwise specified in the Order.
7.3 The Customer grants to GLS a paid up, perpetual, non-exclusive licence (including the right to sub-licence) to use the Contract Material for its internal purposes and the provision of public health services.
7.4 GLS is entitled to retain such copies of both the New Contract Material and any reports prepared by GLS in the performance of the Services as may be required:
- for its record-keeping purposes;
- to comply with any law; and
- to maintain its compliance with any recognised quality assurance or audit system.
8. CONFIDENTIALITY AND PERSONAL INFORMATION
8.1 Each Party will not, and will ensure that its officers, employees, agents and sub-contractors do not, use or disclose Confidential Information to any person for any purpose other than to provide or receive the Goods and/or Services, in accordance with the Contract.
8.2 If GLS collects or has access to Personal Information in order to provide the Goods and/or Services, GLS will comply with Parts 2 and 3 of Chapter 2 of the Information Privacy Act 2009 (Qld) in relation to the discharge of its obligations under the Contract.
9.1 Each Party (First Party) indemnifies the other Party, its officers, employees and agents against all loss or damage incurred, and actions, proceedings, claims and demands that may be brought by any person, in respect of, or arising from:
- any breach of this Contract by the First Party; and
- any negligent or unlawful act or omission of the First Party, its officers, employees and agents,
except to the extent such loss has been caused or contributed to by a negligent or unlawful act or omission of the other Party, its officers, employees or agents.
9.2 Each Party must use all reasonable endeavours to mitigate its loss, damage and any expenses arising under and/or in connection with a breach of the Contract, or in tort, or for any other common law or legislative cause of action arising under and/or in connection with the Contract.
9.3 The maximum liability of GLS to the Customer arising out of GLS’s performance of the Services or any breach of contract by GLS and the indemnity provided in Clause 9.1 shall be limited to an amount equal to the total aggregate Price payable under this Contract.
9.4 Neither Party will be liable to the other for any loss of revenue, loss of profit, loss of use, loss of financial opportunity or for any economic, indirect or consequential loss or damage whether arising under or in connection with this Contract, in tort, in equity or otherwise at law.
10.1 GLS shall, whenever reasonably required by the Customer, provide confirmation to the Customer that GLS has the benefit of current policies with the Queensland Government Insurance Fund in relation to:
- public liability insurance; and
- workers’ compensation insurance for its employees,
in relation to its activities under this Contract.
10.2 The Customer acknowledges that GLS, as part of the State Government, is bound by State Government policy that prohibits government departments from obtaining insurance from an external insurance provider, and as a consequence, GLS is not obliged to hold or procure any insurance policies other than those specified in this clause.
11.1 The Customer and GLS may agree to vary the timing, nature or scope of the Services at any time, by written agreement signed by both Parties. The Customer and GLS must act reasonably in deciding whether to agree to a variation, as requested by the other Party.
11.2 The Parties agree to negotiate in good faith an increase or reduction in the Price payable based on any variation under this clause.
12. BREACH AND TERMINATION
12.1 Without limiting clause 12.3, where a Party (the "first Party") commits any breach of the Contract, the other Party may by Notice, require the first Party to show cause by the date specified in the Notice, why the other Party should not terminate the Contract.
12.2 If the first Party fails to show reasonable cause by the date specified in the Notice, then the other Party is entitled, upon Notice to the first Party, to terminate the Contract.
12.3 The aggrieved Party may immediately terminate the Contract by Notice to the other Party if the other Party:
- has breached any part of clause 8.1 or 8.2;
- becomes insolvent or bankrupt or being a company goes into liquidation or has instituted against it any action or proceeding which has an object or may result in bankruptcy or liquidation;
- has a receiver or a receiver and manager appointed or a mortgagee goes into possession of any of its assets or becomes subject to any form of external administration;
- enters into an arrangement with its creditors or otherwise takes advantage of any laws in force in connection with insolvent debtors; or
- is wound up, voluntarily or involuntarily; or
- indicates that it is unable or unwilling to complete the Contract.
12.4 Upon termination of this Contract:
- the Customer shall promptly pay to GLS all moneys, which at the date of termination of the Contract are due and owing to GLS under the Contract;
- GLS shall promptly deliver up or return, as the case may be, any property, documents and records of the Customer in GLS’s possession, custody or control to the Customer, except any material covered by clause 7.4; and
- the Customer will at its sole cost and expense be responsible for the collection, storage, and transportation of any Customer Supplied Items within seven (7) days of the date of termination.
12.5 If a Party terminates the Contract in accordance with clause 12.2 or 12.3, the termination is without prejudice to any rights of the Party under the Contract or at common law, including the right to claim damages for breach of the Contract.
13. GENERAL PROVISIONS
13.1 Relationship of the Parties
The relationship of the Parties under the Contract is one of principal and contractor and GLS is not by virtue of the Contract in partnership or joint venture with the Customer and must not represent itself or allow itself to be represented as a partner or joint venturer, officer or employee of the Customer.
13.2.1 Any failure by a Party at any time to enforce a clause of the Contract, or any forbearance, delay or indulgence granted by a Party to the other will not constitute a waiver of the Party’s rights.
13.2.2 No provision of the Contract will be deemed to be waived unless that waiver is in writing and signed by the waiving Party.
13.2.3 A waiver by a Party of a breach of any part of the Contract will not be a waiver of any subsequent breach of the same part nor a waiver of a breach of any other part.
13.3 No assignment
Neither Party shall assign its rights nor its obligations under this Contract to a third party, without the prior written consent of the other Party, which consent shall not be unreasonably refused, but GLS may sub-contract all or part of its obligations while remaining responsible to the Customer under the Contract.
13.4 Force Majeure
13.4.1 No failure or omission by the Parties in the performance of any obligation of this Contract shall be deemed a breach of this Contract nor create any liability if the same shall arise from any cause or causes beyond the control of the parties, including but not limited to, the following, which for the purposes of this Contract shall be regarded as beyond the control of the Party in question: acts of God; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officers, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the public enemy; war; rebellion; insurrection; riot; invasion; strikes; world-wide shortages and lock-outs.
13.4.2 A Party seeking to rely upon clause 13.4.1 must immediately advise the other Party by notice in writing of the details of the relevant event. If the occurrence of such an event continues for a period of thirty (30) days from the date of such notification, then the other Party may by notice in writing, terminate this Contract.
13.5 Governing law
13.5.1 This Contract is governed by and construed in accordance with the laws of Queensland and the Parties submit to the non-exclusive jurisdiction of the courts of Queensland.
13.5.2 Notwithstanding clause 13.5.1, the Parties agree to exclude the application of the Sale of Goods (Vienna Convention) Act 1986 to the Contract to the fullest extent permitted by law.
If any part of the Contract is determined to be invalid, unlawful or unenforceable for any reason then that part, to the extent of the invalidity, unlawfulness or unenforceability, will be severed from the rest of the Contract and the remaining terms and conditions will continue to be valid and enforceable to the fullest extent permitted by law.
13.7 Right to information and disclosure
13.7.1 The Right to Information Act 2009 (Qld) (RTI Act) provides members of the public with a legally enforceable right to access documents held by Queensland Government agencies.
13.7.2 The RTI Act requires that documents be disclosed upon request, unless the documents are exempt or on balance, disclosure is contrary to the public interest.
13.7.3 Information relating to the Contract is potentially subject to disclosure to third parties.
13.7.4 If disclosure under the RTI Act, and/or general disclosure of information provided by the Customer in connection with the Contract, would be of concern to the Customer, because it would disclose trade secrets, information of commercial value, the purpose or results of research or other information of a confidential nature, this should be indicated by the Customer at the time of disclosing the information to GLS. GLS cannot guarantee that any information provided by the Customer will be protected from disclosure under the RTI Act.
13.7.5 Despite any other provision of the Contract, GLS is entitled to publish on the Department of Housing and Public Works’ website: www.hpw.qld.gov.au under 'Supply and disposal/Tenders and contracts', or by any other means, the following details:
- the name and address of the Customer;
- a description of the Goods and/or Services;
- Contract commencement date or award date;
- value of the Contract;
- name and address of GLS;
- procurement method used; and
- where the total value of the Goods and/or Services is $10 million or more, the Customer is entitled to publish the following additional information:
- invitation details;
- Contract overview; and
- reasons for non-disclosure of procurement results (if applicable).
14. CLAUSES TO SURVIVE TERMINATION
14.1 The following clauses will survive termination or expiration of the Contract:
- clause 1 - Definitions and Interpretation;
- clause 7 - Intellectual Property Rights and Moral Rights;
- clause 8 - Confidentiality and Personal Information;
- clause 9 - Liability;
- clause 13.2 - Waiver;
- clause 13.4 - Governing Law;
- clause 13.7 - Right to Information and Disclosure.