Purchase Order Terms and Conditions
1. Supply of Goods or Services
1.1 The Provider must supply to MUMM the Goods and/or perform the Services in accordance with the Purchase Order (which includes these Purchase Order Terms and Conditions) and MUMM’s delivery instructions (which includes instructions as to the necessary delivery documentation).
1.2 To the extent the Provider’s terms and conditions are supplied with the Goods or Services (including as printed on consignment notes or other documents), those terms and conditions will be of no legal effect and will not constitute part of this Purchase Order (even if any of representative of MUMM signs these terms and conditions or annexes the terms and conditions to this Purchase Order).
1.3 Where this Purchase Order relates to Goods and/or Services the subject of an existing contract between the Provider and MUMM, the terms of that contract prevail.
1.4 The Provider must, in supplying the Goods or performing the Services:
(a) not interfere with MUMM’s activities at the Delivery Address or the Site;
(b) hold, maintain, and ensure compliance at all times with, all relevant approvals and licenses required for the performance of its obligations under this Purchase Order;
(c) if requested by MUMM (acting reasonably) and upon reasonable prior written notice, provide MUMM and its nominated representative(s) with access to the Provider’s premises for the purposes of ensuring compliance with this Purchase Order;
(d) if requested by MUMM in writing, obtain all available warranties from its subcontractors and suppliers in relation to the Goods and/or Services, and will assign the benefit of such warranties to MUMM;
(e) be aware of and comply with (and ensure that the Provider’s Personnel) are aware of and comply with:
(i) all applicable Laws (including all Safety Laws);
(ii) any policies, procedures, codes of conduct or compliance manuals of MUMM which are brought to the Provider’s attention or published on MUMM’s website, to the extent that they are applicable to the supply of the Goods or the performance of the Services; and
(iii) all lawful directions and orders given by MUMM’s representative or any person authorised by Law to give directions to the Provider;
(iv) ensure that the Provider’s Personnel entering the Site perform their tasks in a safe manner and are properly qualified for, and skilled in, the performance of their tasks and are of such character as not to prejudice:
(A) safe working practices;
(B) safety and care of property; or
(C) continuity of work;
(v) on request by MUMM, provide any information and assistance required to identify, evaluate, implement and report on any matter required by Law; and
(vi) leave the Site in a clean and tidy state to the satisfaction of MUMM.
1.5 The Provider acknowledges and agrees that, where required under a Purchase Order, it will supply Goods and/or perform Services in connection with equipment and vehicles that may be owned or leased by a party other than MUMM.
2. Warranties
2.1 The Provider warrants that:
(a) it has examined all information and documents provided by MUMM in connection with the Goods and/or Services and is satisfied with the sufficiency and accuracy of that information and documentation for the purposes of performing its obligations under this Purchase Order;
(b) the Goods and/or Services will:
(i) comply with all applicable Laws;
(ii) be fit for a purpose which goods or services of the same kind are commonly supplied or bought, and for any other purpose MUMM specifies prior to the date of this Purchase Order; and
(iii) be free from material defects;
(c) the Goods and/or Services, and MUMM’s use of the Goods and/or Services as contemplated by this Purchase Order, will not infringe the Intellectual Property Rights of any third party; and
(d) the Goods will:
(i) be in good working order and condition; and
(ii) be new unless otherwise specified in the Purchase Order.
3. Time for performance
The provider must supply the Goods to, or perform the Services at, the Delivery Address or Site (as applicable) in accordance with the terms of this Purchase Order, and MUMM’s delivery instructions, by the Delivery Date.
4. Delays
4.1 The Provider must immediately notify MUMM in writing if it becomes aware of any matter that does or may give rise to a delay to completion of the Services or delivery of the Goods by the Delivery Date (as applicable), including:
(a) details of the matter causing the delay;
(b) the proposed new Delivery Date; and
(c) the steps the Provider has taken to mitigate and overcome the effects of the delay.
4.2 If the Provider, having taken all reasonable steps to mitigate and overcome the delay, will not be able to complete the Services or deliver the Goods by the relevant Delivery Date due to:
(a) an act or omission of MUMM or its Personnel;
(b) a Force Majeure Event; or
(c) a variation in accordance with clause 5,
(each, a Delay Event), the Provider will be entitled to an extension to the Delivery Date to the extent of the delay directly attributable to the Delay Event.
4.3 Time is of the essence in the performance of the Provider’s obligations under this Purchase Order.
5. Variations
5.1 MUMM (or a third party under clause 1.5) may direct a variation to a Purchase Order by submitting written notice (with the details of the proposed variation) to the Provider (Variation Request).
5.2 Provided the Variation Request is not fundamentally different to the original scope of the relevant Purchase Order, the Provider must:
(a) confirm in writing to MUMM that it has received such Variation Request within 7 days of receipt; and
(b) provided MUMM has authorised the Variation Request in writing, carry out the Variation Request at a price:
(i) agreed between the parties in writing; or
(ii) failing such agreement contemplated by clause 5.2(b)(i), in accordance with the lowest reasonable rates and prices.
6. Title and risk
6.1 The Provider warrants that it has title in and ownership of the Goods and that it will supply and deliver the Goods to MUMM free of any Encumbrance.
6.2 Title in the Goods passes to MUMM upon the earlier of payment of the Fee (or such portion of the Fee that relates to the relevant Goods) and delivery of the Goods to the Delivery Address.
6.3 Risk in the Goods passes to MUMM when the Provider has:
(a) safely removed the Goods off its transporters;
(b) deposited the Goods at the Delivery Address; and
(c) if the Goods require written confirmation from MUMM that they have been inspected and accepted (as indicated on a Purchase Order), the date of such written confirmation.
7. Fee
7.1 MUMM must pay the Provider the undisputed portion of the Fee for the Goods or Services.
7.2 The Fee is inclusive of all costs incurred by the Provider in the supply of the Goods or performance of the Services.
7.3 Signature of the delivery documents, or payment, by MUMM is not evidence that the Goods or Services comply with the requirements of this Purchase Order or that MUMM has accepted the Goods or Services.
7.4 The Provider will at all times remain responsible for making, and hereby indemnifies MUMM against, all necessary deductions in respect of personnel who will be performing the Services including any legislation concerning income, payroll or fringe benefits tax, superannuation, workers’ compensation or leave entitlements. The Provider acknowledges that MUMM may deduct from the Fee any amounts for which MUMM has been indemnified under this clause 7.
8. Goods and Services Tax (GST)
8.1 Unless expressly included, the consideration for any supply under, or in respect of, this Purchase Order does not include GST.
8.2 To the extent that any supply made under, or in respect of, this Purchase Order is a taxable supply, the recipient must pay, in addition to the consideration provided under this Purchase Order for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
8.3 Whenever an adjustment event occurs in relation to any taxable supply to which clause 8.2 applies:
(a) the supplier will determine the amount of the GST component of the consideration payable; and
(b) if the GST component of that consideration differs from the amount previously paid, the amount of the difference will be paid by, refunded to or credited to the recipient, as the case may be.
8.4 If either party is entitled under this Purchase Order to be reimbursed or indemnified by the other party for a cost or expense incurred in respect of this Purchase Order, the reimbursement or indemnity payment will not include any GST component of the cost or expense for which an input tax credit may be claimed by the party being reimbursed or indemnified, or by its representative member.
9. Invoicing
9.1 On delivery of the Goods or completion of the Services, the Provider must provide to MUMM a valid tax invoice which must include the following:
(a) a reference to the Purchase Order and the relevant contract (if any) including the line item numbers on the Purchase Order and the contract number (if any);
(b) sufficient detail to enable MUMM to verify the cost of Goods sold or the time spend by the Provider performing the Services;
(c) supporting documentation and other information as may be necessary (or as MUMM reasonably requires) to enable MUMM to assess and verify that the amounts claimed in the invoice are properly due and payable under the Purchase Order;
(d) information which complies with the requirements for a Tax Invoice;
(e) description of the Site; and
(f) MUMM contact name.
9.2 At MUMM’s request, the Provider must provide MUMM with all relevant records to calculate and verify the amount set out in its invoice.
9.3 MUMM is not obliged to approve an invoice submitted in accordance with clause 9.1 and may withhold money due to the Provider under this Purchase Order if the Goods or Services (or any part of them) are Defective.
9.4 Subject to clause 9.3 and 9.5, MUMM will pay all invoices that comply with clause 9.1 within 30 days of the end of the month in which the invoice is received. Where MUMM disputes the invoice:
(a) MUMM may withhold payment pending resolution of the dispute; and
(b) if the resolution of the dispute determines that MUMM must pay an amount to the Provider, MUMM must pay that amount within 14 days of resolution of that dispute.
9.5 MUMM may deduct or set-off from any payment due to the Provider under this Purchase Order any amount which the Provider must pay MUMM, including costs, charges, damages and expenses and any debts owed by the Provider to MUMM on any account whatsoever. This does not limit MUMM’s right to recover amounts due to it in other ways.
9.6 If set out in a Purchase Order (or otherwise agreed), MUMM will issue a recipient created tax invoice (RCTI) in respect of the relevant taxable supplies. If this clause applies:
(a) the Provider authorises MUMM to generate a RCTI on the Provider’s behalf;
(b) the Provider will not issue tax invoices in respect of the relevant taxable supplies;
(c) the Provider warrants that its ABN, as notified in writing to MUMM, is correct;
(d) each party warrants that it is registered for GST upon accepting the Purchase Order (including these terms) and will notify the other immediately if it ceases to be registered for GST; and
(e) MUMM will pay the RCTI within 30 days of the end of the month in which the RCTI was issued to the Provider.
10. Quality
10.1 The Goods or Services must match the description (if any) referred to in the Purchase Order.
10.2 If the Goods are Defective or otherwise do not comply with this clause 10:
(a) the Provider must replace the Goods at the Provider’s cost; and
(b) MUMM may hold the Goods for the Provider at the Provider’s risk.
10.3 The Services must be performed with due care and skill, and with a standard of diligence that would reasonably be expected from a prudent, expert and experienced provider of such services.
10.4 If the Services are Defective the Provider must, if requested by MUMM, promptly re-perform the Services at the Provider’s cost.
11. Provider’s Equipment
11.1 The Provider must maintain all its plant and equipment that is used in connection with a supply under this Purchase Order (Equipment) in a safe, operable, and good working condition throughout the performance of this Purchase Order. Such plant and equipment must at all times comply with the relevant standards specified in the SHMS.
11.2 Unless otherwise set out in a Purchase Order, where the parties agree that diesel fuel (Fuel) will be provided by MUMM:
(a) such Fuel will be limited only to such Equipment engaged in the performance of the Services or provision of Goods at the Mine, but will not include any equipment registered for, or otherwise capable of, driving on public roads;
(b) the Provider must keep accurate records of all Fuel supplied by MUMM and shall, if requested by MUMM, assist in MUMM’s monthly reconciliation of Fuel usage at the Mine; and
(c) MUMM may, upon reasonable written notice, audit any records of the Provider relating to the consumption of Fuel for the purpose of assessing the Provider’s compliance with the Purchase Order. Where such audit reveals the Provider’s Fuel consumption exceeds the quantity reasonably required to perform the Services or provide the Goods, the Provider must reimburse MUMM in respect of the excess (calculated on the basis of actual price per litre paid by MUMM).
12. Health and Safety
12.1 Where the supply of Goods or performance of Services requires the Provider to enter the Mine, the Provider and its personnel:
(a) enter at their own risk; and
(b) must perform the Services safely so as to protect persons and property, and in accordance with MUMM’s safety and health management system (SHMS) available at:
Username: curraghshms@coronadoglobal.com
Password: Blackwat3r
12.2 The Provider must ensure all the Provider’s Personnel comply with:
(a) if required to enter the Mine, the SHMS, and must notify MUMM if the Provider is unable to access the SHMS for any reason; and
(b) at all other times, any applicable Safety Laws.
12.3 Before any work commences at the Mine, the Provider must (and must ensure that all of the Provider’s Personnel):
(a) who enter the Mine have completed all applicable site induction processes required by MUMM;
(b) consult, co-operate and coordinate activities with all other persons who have a duty under the applicable Safety Laws in relation to the work under this Purchase Order; and
(c) notify MUMM in writing immediately upon becoming aware of any accident, incident or near miss in relation to the Site or the Delivery Address.
12.4 Within 24 hours of any accident or incident in which the Provider was involved, either at the Mine or in relation to any Goods or Services provided under this Purchase Order, the Provider must provide MUMM with a written report in a form approved by MUMM and including a detailed chronology and description of events, root cause analysis and proposed remedial action.
12.5 Prior to bringing any hazardous substance onto the Mine, the Provider must ensure that MUMM has approved the entry and proposed use of the substance at the Mine.
13. Warranty period
13.1 If, during the Warranty Period, any of the Goods or Services are found to be Defective, MUMM may:
(a) return the Defective Goods to the Provider at the Provider’s cost;
(b) reject the Defective Services;
(c) repair or make good the Defective Goods; or
(d) re-perform or make good the Defective Services.
13.2 The Provider must (at MUMM’s election):
(a) repair or replace the Defective Goods;
(b) re-perform or make good the Defective Services; or
(c) reimburse MUMM for any expenses incurred in repairing, re-performing or making good (as the case may be) any Defective Goods or Services at the Provider’s cost.
13.3 Without limiting clauses 15 and 17, the Provider must pay for any damage to property on or near the Site arising from Defective Goods or Services.
13.4 If requested by MUMM in writing, the Provider must procure that MUMM receives the benefits of any warranties provided by manufacturers of the Goods or subcontractors of the Services, or materials and other components which are used in the performance of the Purchase Order where title in the Goods or materials ultimately passes to MUMM.
14. Confidential information and intellectual property
14.1 Where the Provider has access to any of MUMM’s confidential information (including information relating to the Goods or Services, or information relating to any of MUMM’s Related Bodies Corporate), the Provider must:
(a) keep the confidential information confidential; and
(b) not (except to the extent required by Law) disclose it to any person without the prior written consent of MUMM.
14.2 Except without MUMM’s prior written consent, the Provider must not refer to MUMM in any public facing materials, including the existence and contents of such Purchase Order.
14.3 The Provider assigns and transfers all Intellectual Property Rights created by the Provider in supplying the Goods or performing the Services to MUMM upon creation (excluding any Intellectual Property Rights owned or licensed to the Provider prior to or independently of this Purchase Order (Provider IP)).
14.4 Unless otherwise agreed, the Provider provides MUMM with a non-exclusive, irrevocable, royalty-free, transferable, sublicensable (to MUMM Personnel only) license to use the Provider IP for the duration of this Purchase Order for the purpose of enjoying the full benefit of any Goods provided or Services performed in connection with this Purchase Order.
14.5 The Provider warrants that it will not infringe any third party Intellectual Property Rights in supplying the Goods or performing the Services.
15. Privacy and Data Protection
15.1 The Provider agrees to be bound by applicable Data Protection Laws with respect to any act done or practice engaged in by the Provider for the purposes of this Purchase Order.
15.2 Each party must (and must procure that its Personnel) comply with all applicable Data Protection Laws.
16. Indemnities
16.1 The Provider acknowledges that it is responsible for any loss or damage to MUMM or any third party arising from any breach of this Purchase Order by the Provider, negligence of the Provider (including its Personnel) or defective Goods or Services.
16.2 The Provider will indemnify MUMM and its employees, agents, consultants and contractors (Indemnified Parties) against all liability, loss, damage, cost, charge, claims, demands, judgments, actions or expense suffered or incurred by any of them arising from:
(a) any personal injury, disease or illness suffered by, or the death of, any person, caused or contributed to by the acts or omissions of the Provider or its Personnel;
(b) physical loss of or damage to property of MUMM or any third party caused, or contributed to, by the acts or omissions of the Provider or its Personnel; and
(c) any criminal or fraudulent act or omission, or wilful misconduct of the Provider or its employees, agents, consultants or contractors,
provided that the Provider’s liability to indemnify MUMM will be reduced proportionally to the extent the liability, loss, damage, cost, charge or expense is caused, or contributed to by, a negligent act or omission of the Indemnified Parties.
16.3 Neither party will be liable to the other for Consequential Loss, except in respect of the Provider’s liability in connection with:
(a) any death or injury to any person or loss or destruction of, or any damage to or loss of use of any real or personal property;
(b) Defective Goods or Services provided under this Purchase Order;
(c) a breach of clause 14; or
(d) amounts recoverable under any policy of insurance required to be taken out by the Provider under this Purchase Order, or which would have been recoverable had the Provider complied with the obligations set out in clause 17.
17. Insurance
(a) Before commencing any supply under this Purchase Order and for a period ending no earlier than the expiry of the Warranty Period (except in relation to professional indemnity insurance, which must be maintained until 7 years following expiry of the Warranty Period), the Provider must maintain the following insurances with a reputable insurer on terms consistent with prudent risk management:
(i) insurance against loss, damage or destruction of the Goods until delivery to the Delivery Address or Site (as applicable) for their full replacement cost;
(ii) workers’ compensation insurance as required by law in respect of employees of the Provider involved in any supply under this Purchase Order;
(iii) insurance for all items of the Provider’s Equipment for an amount not less than its market value;
(iv) products and public liability insurance which:
A. provides cover in respect of each and every occurrence for an amount not less than $20 million; and
B. must not provide a limit in respect of the number of claims made under the policy;
(v) where this Purchase Order involves the use of motor vehicles, third party liability insurance of an amount not less than $20 million, covering all liabilities in respect of any injury to or death of, any person or any loss, damage or destruction to any property arising from the use of such motor vehicles; and
(vi) where this Purchase Order involves the provision of professional services, professional indemnity insurance providing cover up to $10 million (or such other amount set out in the relevant Purchase Order) for any one occurrence and unlimited in the aggregate annually, in respect of acts, errors and omissions in the performance of professional services.
(b) If requested by MUMM in writing, the Provider must provide to MUMM certificates of currency for each of the policies required by clause 17(a), provided that such request is not made more than once per calendar year.
18. Termination
18.1 Either party may terminate this Purchase Order immediately, on written notice to the other party, at any time:
(a) if the other party fails to remedy a material breach of any other term or condition of this Purchase Order within 7 days of being directed in writing to do so by the other party;
(b) where a Force Majeure Event continues for a period of more than 120 days; or
(c) the other party suffers an Insolvency Event.
18.2 MUMM may terminate the whole or any part of this Purchase Order upon 2 Business Days’ written notice.
18.3 Immediately upon the termination of this Purchase Order, the Provider will:
(a) cease the supply of the Goods and the performance of the Services and, unless otherwise directed by MUMM, remove all of its plant, equipment and materials from Site, minimising disruption and remediating any damage caused by removal;
(b) if directed by MUMM, remove the Goods from Site;
(c) clean the Site at which the Goods were supplied or the Services were performed; and
(d) provide to MUMM all confidential information, any items in respect of which Intellectual Property Rights are held by MUMM, and any property, including records or information, belonging to MUMM or relating to the Goods or Services.
18.4 Where a Purchase Order is terminated by MUMM under clause 18.1, MUMM’s liability to the Provider will be limited to (less amounts already paid):
(a) any outstanding Fees due and payable to the Provider up to the date of termination;
(b) the reasonable cost of demobilisation from the Mine, provided the Provider uses its reasonable endeavours to mitigate such costs; and
(c) the reasonable costs (excluding profit and overhead) incurred by the Provider in complying with any directions of MUMM upon termination,
provided that the aggregate of such amounts in this clause 18.4 does not exceed the total Fees payable under the relevant Purchase Order.
18.5 Where a Purchase Order is terminated by MUMM under clause 18.2 or the Provider under clause 18.1, MUMM’s liability to the Provider will be limited to (less amounts already paid):
(a) the amounts set out in clause 18.4; and
(b) 10% of the costs in clause 18.4(c) in lieu of profit and overhead.
19. Force Majeure
19.1 A party will not be liable for any delay or failure to perform any of its obligations under a Purchase Order if, as soon as possible after the commencement of a Force Majeure Event affecting the ability of the party to perform such obligations, it gives notice to the other party that:
(a) specifies the obligations the party cannot perform and fully describes the Force Majeure Event;
(b) estimates the time during which the Force Majeure Event will continue; and
(c) specifies the measures proposed to be adopted to mitigate, remedy or abate the Force Majeure Event.
19.2 The party that is prevented from carrying out its obligations under a Purchase Order as a result of a Force Majeure Event must remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
20. General
20.1 The Law applicable to this Purchase Order is the Laws of the State of Queensland.
20.2 Any part of this Purchase Order that is held to be unlawful, unenforceable or void by a court of competent jurisdiction is severed and the remaining provisions will continue to operate.
20.3 If a dispute arises between the parties in relation to the Goods and/or Services, neither party can commence litigation (other than urgent injunctive proceedings) until a representative from each party meets to attempt to resolve the dispute, and the dispute cannot be resolved within 14 days of that meeting.
20.4 A notice given under this Purchase Order must be in writing addressed to the recipient at the address on the Purchase Order and may be effected by personal delivery, by post, or by email. The date of service shall be deemed to be the second business day after the date of posting, or the date shown in the sender’s email system delivery confirmation report if sent by email.
20.5 MUMM may assign or novate all or any part of the Purchase Order at any time, in its absolute discretion and the Provider must take all steps as may be reasonably required by MUMM to effect any assignment or novation.
20.6 The Provider must not assign the Provider’s rights or novate the Provider’s rights and/or obligations under this Purchase Order without the prior written consent of MUMM, which consent must not be unreasonably withheld.
20.7 It is the intention of MUMM and the Provider that their relationship is one of principal and independent contractor, not employer and employee, principal and agent or partnership.
21. Defined terms and interpretation
21.1 In this document:
i. Consequential Loss means any consequential, special, indirect or incidental loss, including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
ii. Data Protection Laws means the Privacy Act 1998 (Cth) (including the Australian Privacy Principles), and any ancillary rules, guidelines, orders, directions, directives, code of conduct and all other laws, regulations, privacy policies and contractual terms applicable in the jurisdiction where the Goods are provided or the Services are performed, that relate to the processing of personal information.
iii. Defective means Goods or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate or incomplete.
iv. Delay Event has the meaning set out in clause 4.2.
v. Delivery Address means the place for delivery specified in the Purchase Order.
vi. Delivery Date means the date for delivery of the Goods or completion of the Services specified in the Purchase Order, subject to any extension of time granted in accordance with clause 4.
vii. Encumbrance means any security or other interest in the Goods that secures payment or performance of an obligation and includes unregistered encumbrances, statutory encumbrances, Security Interests (as that term is defined by the Personal Property Securities Act 2009 (Cth)) and charges, mortgages, liens or trusts for securing money.
viii. Equipment has the meaning set out in clause 11.1.
ix. Fee means the consideration payable by MUMM to the Provider for the supply of the Goods or performance of the Services as set out in the Purchase Order.
x. Force Majeure Event means a matter beyond the reasonable control of a party and includes without limitation an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption and any change in circumstances that MUMM considers (acting reasonably) results in the continued provision of the Goods or Services under this Purchase Order not being economically or commercially viable for MUMM.
xi. Goods means the goods, if any, described on the Purchase Order.
xii. GST and Tax Invoice have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
xiii. Insolvency Event means any of the following:
(a) a controller (as defined in the Corporations Act 2001 (Cth)) or controlling trustee is appointed to the party or over any of the assets of the party;
(b) the party is unable to pay its debts as and when they become due and payable;
(c) the party ceases to carry on business; or
(d) any event happens in Australia or any other country or territory of a party that is similar to any of the event or circumstances referred to in this definition.
xiv. Intellectual Property Rights means all beneficial and legal ownership and intellectual and industrial protection rights throughout the world, both present and future, including rights in respect of or in connection with any confidential information, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trademarks, service marks and designs (whether or not now existing and whether or not registered or registrable) and includes any right to apply for the registration of such rights and all renewals and extensions.
xv. Law means:
(e) Commonwealth, State and local government legislation including regulations, bylaws, orders, awards and proclamations;
(f) common law and equity;
(g) authority requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals); and
(h) guidelines of authorities with which the Provider is legally required to comply.
xvi. Mine means the coal mine owned by MUMM located at Blackwater, Queensland.
xvii. MUMM means Mammoth Underground Mine Management Pty Ltd (ACN 675 032 489).
xviii. Provider means the entity responsible for supplying the Goods or performing the Services and to which the Purchase Order is addressed.
xix. Personnel means a party’s directors, employees, officers, agents, contractors and subcontractors, as the context permits.
xx. Purchase Order means:
(a) the purchase order for Goods or Services issued by MUMM to the Provider containing, amongst other things, a description of the Goods or Services; and
(b) these Purchase Order Terms and Conditions.
xxi. RCTI has the meaning set out in clause 9.6.
xxii. Related Bodies Corporate has the meaning set out in the Corporations Act 2001 (Cth).
xxiii. Safety Laws means all applicable work health and safety Laws.
xxiv. Site means the site of MUMM described in the Purchase Order.
xxv. Services means the services, if any, described in the Purchase Order.
xxvi. SHMS has the meaning set out in clause 12.1(b).
xxvii. Variation Request has the meaning set out in clause 5.1.
xxviii. Warranty Period means the period of 12 months commencing on the date the Goods are delivered and accepted by MUMM (in accordance with clause 6.3) or 12 months from the date on which the Services are completed and accepted by MUMM (in accordance with clause 6.3).
21.2 In this document:
i. a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures;
ii. a reference to a party to this document or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
iii. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
iv. a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
v. a reference to this document includes the agreement recorded by this document;
vi. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
vii. if any day on or by which a person must do something under this document is not a business day, then the person must do it on or by the next business day;
viii. a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;
ix. a reference to ‘$’ or ‘dollar’ is to Australian currency;
x. a provision of this document must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this document or the inclusion of the provision in this document;
xi. ‘supplying the Goods or performing the Services’ includes circumstances where the Provider provides both Goods and Services; and
xii. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, or ‘for example’ (or similar phrases) do not limit what else might be included.