Standard Work and Terms for Contractors

1. Entire Agreement
           • These terms and any Work Order or Purchase Order (WO or PO) together form
           the complete contract between Clarkson Electrical Limited t.a Clarksons
           (COMPANY) and the CONTRACTOR.
          • No other document (confirmation, tender, quotation, delivery document, etc.)
           will vary this contract.
          • In case of inconsistencies, the terms of any Subcontract in place will prevail over
           this Contract except for the fee, scope, and any KPIs set out in the WO or PO
2. Inconsistencies
          • The Subcontract terms will prevail in case of inconsistencies between this
          Contract and any Subcontract.
3. Termination on Entry into Subcontract
           • If a Subcontract is entered into after this Contract, this Contract will terminate,
           and the Subcontract will prevail.
4. Scope
           • The CONTRACTOR must deliver Goods and Services in compliance with the
           Contract.
           • Variations are not payable unless agreed in writing prior to costs being incurred.

5. Variations
     • Variations are not payable unless agreed in writing prior to costs being incurred.

6. Standard of Goods and Services
           • The CONTRACTOR warrants the quality, fitness for purpose, and compliance
           with specifications for Goods and Services delivered.
7. Compliance with Directions
           • The CONTRACTOR must follow all reasonable directions from the COMPANY its
           Customers and Work Location/ Site requirements
8. Personnel
          • The CONTRACTOR must use qualified and competent Personnel.
          • Personnel must comply with site requirements, wear appropriate attire, and
          attend site inductions if necessary.
          • The COMPANY can request the removal of any Personnel.
9. Safety
          • The CONTRACTOR must ensure safe working practices that comply with all Site
          and Worksafe health and safety requirements not included but not limited to
          personnel, training, vehicle and equipment compliance, PPE and documented
          Risk Assessment (PTW, SWMS, SSSP, JSA etc).
          • All safety related costs are the CONTRACTOR's responsibility.
10. Report Incidents or Damage
          • Immediate reporting of any near miss or injury or damage to property is required
         with full and transparent participation into any investigation that may follow.
         • The CONTRACTOR must make good any damage or loss caused by it.
11. Avoid Interference
         • The CONTRACTOR must avoid unnecessary interference with site occupants and
         minimise any disruption, considering impacts to others including noise.www.privacy.org.nz

12. Price
         • Works are to be completed as directed to the value indicated in the WO/ PO
         • Do and charge works are based on actual time incurred on site, with supporting
         documentation to be submitted with invoices and must not exceed agreed value.
13. Payment
         • Invoicing is upon completion or via progress claims if agreed in advance.
         • Invoices must be submitted with 60 days following supply of Goods and Services
         • Payment terms are net 30 days monthly.
         • Payment does not constitute approval or acceptance of Goods and Services.
14. OL-Set
        • The COMPANY can deduct amounts owed by the CONTRACTOR from any
         payments due.
15. Site
        • The CONTRACTOR must sign into sites where work being performed and
        complete a SWMS and comply with all site requirements, providing required
        documents to COMPANY with invoices
        • The CONTRACTOR must keep the site area tidy and remove waste.
16. Commencement
        • Delivery of Goods and Services must commence on the specified date and be
        completed in a timely manner.
17. Review and Approval
        • Review, approval, or acceptance by the COMPANY does not relieve the
        CONTRACTOR of its responsibilities.
18. Warranty and Defects
        • The CONTRACTOR shall, at its own expense, promptly correct any defects or
        workmanship that are reported by the COMPANY within 12 months of delivery.
        • If the CONTRACTOR fails to correct such defects within a reasonable time, the
        COMPANY may either request a refund or seek to have the defects corrected by a
        third party at the Contractor's expense.
       • The COMPANY may also remedy faults and deduct costs from payments due.
       • This warranty does not cover defects caused by misuse, neglect, or alterations.
19. Term
       • The agreement is binding for one year or until the expiry date in WO or PO.
       • It will automatically renew for successive one-year periods unless the.
20. Termination
       • CONTRACTOR provides 30 days notice
       • COMPANY can terminate with 30 days notice
       • COMPANY can terminate immediately for specific breaches or insolvency.
       • COMPANY can terminate with 1 Business day’s notice if the Head Contract by
       Owner expires or is terminated
21. Indemnity
       • The CONTRACTOR indemnifies the COMPANY against liabilities arising from
       breaches, non-compliance, or negligence.
22. Insurance
       • The CONTRACTOR must maintain NZ$10M public liability insurance and all
       necessary CONTRACTOR's risk insurance.

23. Assignment and Subcontracting
        • The CONTRACTOR cannot assign or subcontract without prior written approval
        from the COMPANY.
24. Confidential Information
        • The CONTRACTOR and its Personnel must not disclose information acquired in
        connection with the Contract.
25. Relationship of the Parties
       • No partnership, agency, or employment relationship is created by this Contract.
26. Non-Solicitation:
       • During the term of this Agreement and for a period of 12 months following its
       termination, the Contractor shall not, directly or indirectly, solicit or attempt to
       solicit the Company’s employees, clients, or suppliers with whom the Contractor
       had contact or knowledge during the course of this Agreement. The Contractor
       also agrees not to use any Confidential Information for solicitation purposes. The
       Company reserves the right to seek legal remedies in the event of a breach.
27. Law
      • The CONTRACTOR must comply with all relevant laws and standards.
      • The laws of the site location apply to the Contract.
28. Agency
      • If the COMPANY acts as an agent for the Owner, it is not personally liable unless
      the loss results from its negligence or fraud.
      • The COMPANY performs actions as the Owner's agent.
      • Actions and directions from the COMPANY are considered as coming from the
      Owner.
      • The COMPANY can collect money or set oa amounts owed by the CONTRACTOR
      to the Owner.
      • The CONTRACTOR cannot claim against the COMPANY for following the Owner's
      instructions.
29. Anti-Bribery and Corruption
      • The CONTRACTOR must comply with all Anti-Bribery and Corruption Laws.
      • No unlawful or improper means of obtaining business, such as bribery or
      kickbacks, are allowed.
      • Lawful, reasonable business entertainment or promotional items are
      permissible.
30. Conflict of Interest
      • No actual or perceived conflict of interest existed at the contract's start.
      • Any arising conflicts must be immediately disclosed and discussed to determine
      if services can continue.
31. Acceptance
      • The CONTRACTOR acknowledges and accepts these Terms and Conditions by
       accepting the WO or PO.