Purchase Order Terms and Conditions

Last Update: 1 October 2025.

These Terms and Conditions apply to all Purchase Orders issued by Menai Civil Contractors Pty Ltd (ACN 102 522 618) (‘Menai Civil Contractors’) for the supply of Goods and/or Services. By supplying Goods or performing Services in connection with a Purchase Order, the Supplier accepts these Terms.

1. Definitions

Goods: The goods, materials, or equipment described in the Purchase Order.
Services: The services, works, or activities described in the Purchase Order.
Works: The combined performance and delivery of the Goods and/or Services.
Site: The location specified in the Purchase Order or otherwise directed by Menai Civil Contractors.
NHVL: The Heavy Vehicle National Law as in force in New South Wales, including the Chain of Responsibility (CoR) obligations.
Price: The amount payable to the Supplier as stated in the Purchase Order.

2. Formation of Contract

The Purchase Order, together with these Terms and any documents expressly referred to in the Purchase Order, constitutes the entire agreement between Menai Civil Contractors and the Supplier. No other terms, including any proposed by the Supplier, apply unless agreed in writing by Menai Civil Contractors.

3. Delivery and Performance

The Supplier must deliver the Goods and/or perform the Services:

  • By the dates or within the timeframes stated in the Purchase Order or otherwise directed by Menai Civil Contractors. Where no specific dates are stated on the Purchase Order, the commencement and completion dates shall be as separately agreed in writing between the parties;

  • If the Supplier fails to meet the agreed delivery or completion dates, they may be held liable for any direct or collateral costs, losses, or damages incurred by Menai Civil Contractors as a result of the delay;

  • In accordance with applicable laws, Australian Standards, industry best practice, and the requirements of the Purchase Order;

  • In a safe, proper, and workmanlike manner to the satisfaction of Menai Civil Contractors.

In the event of a breach by the Supplier, including delays or non-compliance with agreed terms, Menai Civil Contractors reserves the right to review and withhold or adjust payment under the Purchase Order.

4. Compliance with NHVL, CoR and Other Laws

The Supplier must comply at all times with all applicable laws, regulations, and codes, including but not limited to the Heavy Vehicle National Law (NHVL), Chain of Responsibility (CoR) obligations, and road and traffic laws. This includes, without limitation:

  • Ensuring vehicles, plant, and equipment are roadworthy, registered, and properly maintained;

  • Ensuring all loads are secured in compliance with the Load Restraint Guide;

  • Employing appropriately licensed, trained, and competent drivers and operators;

  • Managing driver fatigue, and complying with mass, dimension, speed, and loading requirements;

  • Implementing and adhering to effective speed management systems.

By accepting this Purchase Order, the Supplier acknowledges and agrees to uphold all CoR responsibilities under NHVL and indemnifies Menai Civil Contractors against any loss, liability, damage, or penalty arising out of any failure to meet these obligations or failure by their employees, subcontractors, or agents to do so.

5. Work Health and Safety (WHS) and Site Requirements

The Supplier must, and must ensure its employees, subcontractors, and agents:

  • Comply with the Work Health and Safety Act 2011 (NSW), Work Health and Safety Regulation 2017 (NSW), and all other relevant safety laws, regulations, and codes of practice;

  • Complete all site-specific inductions, training, and pre-start requirements if requested by Menai Civil Contractors prior to commencing work;

  • Perform all works in a professional and workmanlike manner;

  • Follow all WHS policies, safe work method statements (SWMS), risk assessments, and safety directions issued by Menai Civil Contractors;

  • Wear and use all required personal protective equipment (PPE) while on Site, including but not limited to long sleeve shirts and long pants;

  • Ensure plant, tools, and equipment are safe, maintained, and compliant with applicable standards;

  • Immediately report hazards, incidents, injuries, and near misses;

  • Maintain a clean and orderly work area, removing waste and debris daily or as directed;

  • Cease work immediately if conditions are unsafe or if directed by Menai Civil Contractors.

Failure to comply with WHS or Site Requirements may result in removal from Site, suspension, or termination of the Purchase Order.

6. Inspection and Acceptance

Menai Civil Contractors may inspect Goods and/or Services at any time prior to acceptance. Goods or Services that do not meet the requirements may be rejected, and the Supplier must promptly repair, replace, or reperform them at its own cost.

7. Payment

Subject to satisfactory completion of the Works, Menai Civil Contractors will pay the Supplier within the terms stated in the Purchase Order upon receipt of a correctly rendered invoice including:

  • Purchase Order number;

  • Site address;

  • Details of Goods/Services supplied;

  • Supplier’s ABN; and

  • Price and quantity consistent with the Purchase Order.

8. Warranties

The Supplier warrants that:

  • Goods are new, free from defects, of merchantable quality, and fit for purpose;

  • Services will be performed with due skill, care, and diligence;

  • All licences, permits, and approvals have been obtained;

  • The Works will comply with all applicable laws, standards, and specifications.

9. Indemnity

The Supplier indemnifies Menai Civil Contractors against all claims, losses, damages, penalties, costs, or liabilities arising from breach of these Terms, negligence, or unlawful conduct in connection with the supply of Goods or Services.

10. Termination

Menai Civil Contractors may terminate a Purchase Order immediately by written notice if the Supplier:

  • Breaches these Terms and fails to remedy the breach within the time specified by Menai Civil Contractors;

  • Becomes insolvent or bankrupt;

  • Fails to deliver the Goods or Services in accordance with the Purchase Order.

  • Termination does not affect rights accrued before termination.

11. Dispute Resolution

If a dispute arises in connection with these Terms, the parties must first attempt to resolve it by negotiation. If the dispute is not resolved within 14 days, the parties agree to refer the matter to mediation administered by the Resolution Institute in New South Wales, with the costs shared equally. If unresolved after mediation, either party may commence legal proceedings in the courts of New South Wales. Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.

12. Governing Law

These Terms are governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of its courts and tribunals.

13. Insurance Requirements

The Supplier must, at its own cost, maintain the following insurances with reputable insurers for the duration of the Works:

  • Public liability insurance of not less than $20 million per occurrence;

  • Workers compensation insurance as required by law;

  • Plant and equipment insurance for hired or supplied equipment;

  • Motor vehicle and third-party property damage insurance where vehicles are used for deliveries.

The Supplier must provide certificates of currency for all required insurances before commencing work and upon request.

14. Environmental Compliance

The Supplier must comply with all applicable environmental laws, regulations, and site environmental management plans. This includes controlling dust, noise, vibration, and water run-off, preventing pollution, managing waste responsibly, and using materials and processes that minimise environmental harm.

15. Intellectual Property and Confidentiality

All intellectual property rights in any documents, designs, reports, or materials created for Menai Civil Contractors as part of the Works vest in Menai Civil Contractors upon creation. The Supplier must not use Menai Civil Contractors’ intellectual property, trade marks, or confidential information for any purpose other than fulfilling the Purchase Order, and must keep all such information confidential except where disclosure is required by law.

16. Subcontracting

The Supplier must not subcontract any part of the Works without the prior written consent of Menai Civil Contractors. Any approved subcontractor must comply with these Terms, and the Supplier remains fully responsible for their acts and omissions.

17. Security of Payment

All payment claims must comply with the Building and Construction Industry Security of Payment Act 1999 (NSW). The Supplier must clearly identify any payment claim made under the Act.

18. Force Majeure

Neither party is liable for delay or failure to perform obligations due to events beyond their reasonable control, including natural disasters, extreme weather, fire, flood, industrial action, or government restrictions. The affected party must notify the other as soon as practicable and take reasonable steps to resume performance.

19. Code of Conduct

The Supplier must comply with Menai Civil Contractors’ Code of Conduct, as updated from time to time and available on Menai Civil Contractors’ website. By accepting the Purchase Order, the Supplier confirms they have read, understood, and agreed to comply with the Code.

20. Modern Slavery and Ethical Sourcing

The Supplier must comply with the Modern Slavery Act 2018 (Cth) and must not use, or permit the use of, forced labour, child labour, or exploitative practices in its supply chain. The Supplier must, upon request, provide details of its supply chain and take immediate steps to address any non-compliance.