General Conditions Of Engagement

WHAT IS INCLUDED

The whole of the submission herewith, including the terms and conditions hereinafter, together form Vertical Gardens Australia’s submission for the proposed works. Unless alteration is specifically agreed to in writing by a director of Vertical Gardens Australia, the whole of the submission shall be deemed to be included in any order issued by the Client and shall form part of any contract entered into as a result of, or following, this submission and shall take precedence over any other condition, including condition that implies negation of this condition, other than as included elsewhere in Vertical Gardens Australia’s submission. Any alterations & additional requirements (plus margin) shall be at Client’s cost. This page is subordinate to the remainder of the submission.

PERIOD OF VALIDITY

Prices and rates are firm for 30 days only.

GOODS & SERVICES TAX

GST will be added to submitted prices and rates.

DEPOSIT

Unless otherwise stated, 50% non-refundable deposit is payable on acceptance of quotation.

TERMS OF PAYMENT

Final Balance is paid 2 business days prior to installation and or delivery. You will be advised approx. 1 week prior to installation date.

RETENTION SUMS

The Client shall not withhold any retention.

NON-PAYMENT OF PROGRESS CLAIMS

Client shall not be entitled to withhold payment from Vertical Gardens Australia, on the basis that it has not received payment from a third party.

INTEREST

Should any amount claimed by and due to Vertical Gardens Australia be withheld in contravention of this agreement and/or remain unpaid after the due date, an administration charge of $100. per month shall apply & interest on the overdue amount shall be payable to Vertical Gardens Australia, from & inclusive of the day following due date, up to the date on which the payment is received, at rate of 15% p.a.

CERTIFICATION AND WARRANTIES

All warranties applicable to the works are specified in writing elsewhere in Vertical Gardens Australia’s submission. No other warranties shall apply. No certification/warranties shall be issued/take effect unless all payments are made to & received by Vertical Gardens Australia within “Terms of Payment” set out herein.

SPECIAL ALLOWANCES

Special allowances for labour (e.g. a Site Allowance) are not included. Should Vertical Gardens Australia be required by Client or third party, to pay any allowances to its personnel, it shall be reimbursed by the Client, at cost plus 10%.

DAYWORK & SCHEDULES OF RATES

Where works are carried out on a Schedule of Rates/Daylabour/material basis, the Client shall be responsible for requesting, checking and signing Vertical Gardens Australia’s record sheets daily. Any disputes must be recorded thereon. Once recorded and signed, these records shall not be contested by the Client and any payment due, shall be in accordance with such records. Should the Client fail to sign these records (noting any dispute if necessary) for any reason, such records shall nevertheless be accepted as a true and fair record of time and materials expended.

SITE ACCESS & DELAYS

The Client shall be responsible for providing Vertical Gardens Australia with safe, suitable & timely access to the site & work area, for material, personnel & equipment. Such access shall be clear & unimpeded. Vertical Gardens Australia shall be entitled to reimbursement for all costs and expenses incurred, as a result of access or any delays in the progress of the works beyond its control.

HOURS OF WORK

Unless set out elsewhere, this submission is based on a “38 hour week”. The works shall be carried out between the hours of 0700 and 1700 hrs Monday to Friday. Vertical Gardens Australia may, at its discretion, work additional or altered hours and/or days at no cost to the Client and with no costs being imposed on Vertical Gardens Australia by the Client. Additional or altered hours or days requested by the Client shall be a Variation, if additional costs are incurred by Vertical Gardens Australia.

EXCLUSIONS

This submission excludes the following, which shall be the Client’s responsibility and cost:-

• The obtaining and cost of Authorities’ approvals/fees;
• Engineering, architectural and all other design & certification;
• Site inspection by Authorities/consultants & costs arising therefrom;
• Vertical Gardens Australia costs due to Client required induction, medical, training, etc.
• The security and protection and/or removal, replacement, adjustment or repair of all finishes, fixtures, fittings, floor coverings, joinery, partitions, ceilings, furniture, goods, articles, equipment, building and services, landscaping & external works, incl. to adjacent properties;
• Waterproofing and termite protection;
• Costs arising from ground movement, instability or other unsatisfactory site, ground or structural conditions;
• All other items not specifically included (written) in this submission.

AUTHORITY

The Client shall advise Vertical Gardens Australia who has the authority to give directions or sign on behalf its behalf. In the absence of written advice, Vertical Gardens Australia shall be entitled to accept instructions from anyone whom it deems could reasonably be expected to have such authority. No agreement or alteration resulting in a change exceeding a value of $500. shall be binding on Vertical Gardens Australia, without prior acceptance in writing by a director.

PROFESSIONAL NEGLIGENCE INDEMNITY

Vertical Gardens Australia shall not, itself or its officers, be liable for professional negligence in relation to any service it provides. Any design information or advice supplied by Vertical Gardens Australia is of an advisory nature only and should not be relied upon. The Client shall be finally responsible for all design and certification and the engagement of a suitably qualified engineer is recommended.

INSURANCES

In respect of the works, Vertical Gardens Australia can offer the following current insurance.

Public Liability up to $20,000,000 (Any increase at Client cost.)
Prescribed Workers Compensation Insurance. Contract Works Insurance shall be the responsibility of, and be effected by, the client who shall provide evidence of such insurance upon request and shall in any case indemnify Vertical Gardens Australia against loss or costs for any amount over $500.00.

LIMIT OF LIABILITY

Client acknowledges that in the event of Vertical Gardens Australia having failed to exercise reasonable care, Vertical Gardens Australia’s total liability, if any, shall be limited to the value of its works and be extinguished after expiry of twelve months from date of Vertical Gardens Australia’s claim/invoice, except as provided for by Statutory legislation.

DISPUTES

In the event of a dispute, the Client shall not be entitled to withhold any amount greater than the value of the portion of the works in dispute. Unresolved disputes that arise between Vertical Gardens Australia and the Client, shall be determined by arbitration before a single arbitrator in accordance with and subject to the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitrations. Neither party shall be represented before the Arbitrator by a member of the legal profession.

ADDITIONAL CONDITIONS

The conditions of AS2124 –

GENERAL CONDITIONS OF CONTRACT

(Current edition) shall apply but shall not take precedence over the above conditions nor any other conditions of Vertical Gardens Australia’s submission.

Vertical Gardens Australia reserves the right to take photos for internal records, marketing or promotional purpose unless otherwise advised not to by the client.

SITE FACILITIES

The following services and facilities as required by and to the satisfaction of Vertical Gardens Australia, shall be provided by the Client without cost to Vertical Gardens Australia, at the work site:-

• Lighting and fresh air; Cleaning and rubbish removal;
• A suitable area for setting up and operation of plant & equipment;

RESPONSIBILITY FOR INFORMATION

The Client shall advise Vertical Gardens Australia in writing, of all relevant documentation & information that may affect pricing and/or execution of the works or Vertical Gardens Australia shall have the right to submit a Variation. Vertical Gardens Australia shall have no responsibility or liability for any defects or shortcomings in the works due to lack of instructions/information from, or insufficient/incomplete documentation being provided by, the Client. If its submission was prepared without a site inspection and conditions on site differ from those communicated to Vertical Gardens Australia and upon which Vertical Gardens Australia’s price is thus based, such circumstances shall be deemed Latent Conditions, providing Vertical Gardens Australia the right to submit a Variation.

INTENT AND SCOPE OF WORKS

Vertical Gardens Australia’s liability shall be limited to completion of the components of the scope of works described in this submission. Any implications or any end result not specifically described, is expressly excluded.

Where Vertical Gardens Australia’s submission includes such expressions as “Assumed”, or “We have allowed/assumed/based/relied on” certain conditions, circumstances or information, any variation from such shall entitle Vertical Gardens Australia to a Variation, if extra costs are reasonably incurred.

RESPONSIBILITY FOR SUPERVISION

It shall be the Client’s responsibility to be available throughout the works, to answer queries, give directions and check Vertical Gardens Australia’s set out & levels and to ensure the suitability of the works relative to its requirements.

COMMUNICATIONS

Directions by the Client requiring alterations to the works, may be requested in writing. In the absence of other written direction, the Client shall sign a record of the instructions in Vertical Gardens Australia’s Site Records, when so requested. Vertical Gardens Australia shall not be obliged to act on verbal directions.