Terms and Conditions - Omnia Homes

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Omnia Homes Pty Ltd (ACN 623 468 128) – Purchase Order Standard Notes & Conditions

These Terms apply to all Omnia Homes purchase orders, including manual or verbally issued order numbers and email instructions. By commencing any work or delivering any Goods, the Subcontractor accepts these Terms. These Terms and Conditions form part of every Purchase Order issued by Omnia Homes Pty Ltd and supersede all inconsistent supplier terms.

Order of Precedence
If there is any inconsistency, the following order applies (highest first): 1) these Terms; 2) the Purchase Order (including any Variation Order); 3) Omnia’s written directions; 4) Omnia specifications/attachments; 5) the Subcontractor’s quote/proposal (only to the extent expressly accepted in writing by Omnia). Any Subcontractor terms are excluded unless Omnia expressly accepts them in writing.

1.DEFINITIONS AND INTERPRETATION

1.1 Definitions
Agreement means these terms and conditions, the Purchase Order issued by Omnia and any attachments included with or referred to in the Purchase Order.
Authorities means any State, municipal, public, local or other authority or body claiming authority or jurisdiction over the Project or the Goods and/or Services.
Business Day means a day on which banks are open for general banking business in Melbourne, excluding Saturdays, Sundays and public holidays.
Claim means any demand, default listing, credit report entry, proceeding, adjudication, or communication asserting that Omnia owes money, whether or not it is formally made under contract or law.
Completion means completion of the relevant Milestone in accordance with this Agreement and Omnia’s written acceptance following inspection under clause 3.
Contract Sum means the price specified in the Purchase Order.
Credit Reporting Body includes CreditorWatch, Equifax, Experian, or any similar organisation that collects, maintains, or publishes credit information.
Date for Delivery means: (a) the date(s) for delivery set out in the Purchase Order; or (b) such other date(s) as may be: i. directed by Omnia in writing; or ii. accepted by Omnia in accordance with clause 3(b).
day means calendar day.
Debt Collector includes any person or organisation (including law firms) engaged by the Subcontractor to demand, pursue, or recover monies from Omnia.
Defect means any aspect of the Goods and/or Services that is incomplete, non-compliant, damaged, unsafe or otherwise not in accordance with this Agreement.
Dispute means any disagreement, set-off, counterclaim or issue raised in writing (including email) by Omnia concerning scope, quality, value, timing or validity of any Goods and/or Services or any invoice/payment/claim; a Dispute exists from Omnia’s written notice until resolved in writing or finally determined by a tribunal or court.
Documentation means all documents prepared by or developed by or on behalf of, or provided to, the Subcontractor in the course of or arising out of the Project (including all documents, designs, plans, specifications, computer readable disks, tapes, other machine-readable records, models and samples prepared, received, processed or generated by or on behalf of the Subcontractor) other than documents which are for the sole purpose of its own records.
Goods means the goods (if any) specified in Item 1 of the Purchase Order, to be supplied by the time specified in Item 1 of the Purchase Order.
Law or Laws means acts, ordinances, regulations, by-laws, proclamations and subordinate legislation made under, by or pursuant to any commonwealth or state statute (including amendments to such legislation), or a requirement of any Authorities (including but not limited to any licence, permit, consent, approval, determination, certificate or other requirement), affecting the Project or the Goods and/or Services.
Milestone means a defined stage or deliverable identified in the Purchase Order or a Variation Order.
Omnia means the party specified in the Purchase Order as Omnia Homes, being Omnia Homes Pty Ltd (ACN 623 468 128).
Project means the project or site (if any) set out in the Purchase Order.
Purchase Order means the purchase order issued by Omnia.
Security includes retention moneys, bank guarantees, cash securities or other security acceptable to Omnia.
Services means the work and other services (if any) specified in Item 1 of the Purchase Order, to be carried out and completed by the time specified in Item 1 of the Purchase Order.
SOPA means the Building and Construction Industry Security of Payment Act 2002 (Vic).
Subcontractor means the party specified in the Purchase Order as the subcontractor or supplier of the Goods and/or Services.
Termination Event means, where the Subcontractor: (a) is an individual and commits an act of bankruptcy, has a bankruptcy petition presented against it or is made bankrupt; (b) is a corporation and is placed under official management (voluntarily or otherwise), has a receiver, liquidator, controller, receiver and manager or administrator appointed to it, enters into a deed of company arrangement with creditors or has a winding up order made or creditors petition served on it; or (c) is in substantial breach of this Agreement by: i. refusing or failing to comply with, or ignoring, a direction from Omnia; ii. failing to provide the Goods and/or Services by the Date for Delivery; iii. unlawfully suspending the provision of Goods and/or Services; or iv. otherwise being in breach of this Agreement; and v. threatening, attempting, or taking steps to enter the site and remove any installed or existing materials, whether or not paid for. Such actions or threats constitute a substantial breach and permit immediate termination by Omnia, in addition to other remedies.
Variation Order (VO) means Omnia’s written instruction approving a variation under clause 2.2.
Warranties means the following warranties given by the Subcontractor to Omnia at acceptance of the Purchase Order and repeated on delivery of the Goods and/or supply of the Services, in addition to any other express warranties in the Agreement: (a) it has and will maintain the skills, experience and ability to provide the Goods and/or Services; (b) it will provide/perform with the skill, care and diligence of a competent professional for a project similar to the Project, and within the times stipulated; (c) the Goods and/or Services are suitable and complete for the requirements of this Agreement and the Project, and there are no ambiguities or discrepancies; (d) all Goods and/or Services comply with Laws and meet or exceed any relevant Australian Standard and are fit for purpose; (e) where no Australian Standard applies, Goods and/or Services meet or exceed best industry practice and standards; and (f) the Goods and/or Services and their provision do not infringe any IP rights.

1A. APPLICATION AND ORDER OF PRECEDENCE
1A.1 Application of Terms. These Terms and Conditions apply to all Goods and/or Services supplied by the Subcontractor or Supplier to Omnia Homes Pty Ltd, including where the Subcontractor commences work, supplies materials, or accepts payment in relation to any Purchase Order, even if a formal written Purchase Order has not been issued. By accepting or commencing work under a Purchase Order (whether written, verbal, or by email), the Subcontractor agrees to be bound by these Terms in full.
1A.2 Order of Precedence. If there is any inconsistency between the documents forming the Agreement, the following order of precedence applies: (a) any formal Subcontract Agreement (if executed in writing by Omnia Homes Pty Ltd); (b) the Purchase Order, including any attachments or documents expressly referenced in it; and (c) these Terms and Conditions. Where any inconsistency exists between these Terms and any quotation, invoice, or correspondence issued by the Subcontractor, these Terms prevail to the extent of the inconsistency.
1A.3 Supplier Terms Excluded. These Terms exclusively govern all work and supply arrangements with Omnia Homes Pty Ltd. Any terms or conditions contained in or referred to in a Subcontractor or Supplier’s quotation, proposal, delivery docket, invoice, or other document are expressly rejected and excluded, whether or not Omnia has received, signed, acknowledged, or failed to object to them. The Subcontractor acknowledges and agrees that by commencing work, supplying goods, or accepting payment, it is bound by these Terms in full, even if it has not read or formally signed them, and that Omnia’s Terms prevail to the extent of any inconsistency.

1.2 Interpretation
(a) References to the Subcontractor include its employees, subcontractors and agents unless the context requires otherwise. (b) Clause headings are for convenience only and shall not affect interpretation. (c) Words in the singular include the plural and vice versa. (d) Words importing a gender include all genders. (e) ‘Including’ and ‘includes’ are not words of limitation. (f) Where this Agreement provides for: (i) Goods only — references to “Goods and/or Services” mean Goods; (ii) Services only — references mean Services; (iii) Goods and Services — references mean both Goods and Services. (g) Subject to any express provision of this Agreement, a provision which says Omnia “may” do or not do something is not to be construed as imposing an obligation on Omnia. (h) A reference to any document includes that document as varied, novated or replaced. (i) A reference to any law includes amendments, re-enactments and instruments under it. (j) No term is construed against Omnia because Omnia or its lawyers drafted it. Application of Terms. These Terms apply to work under a formal Purchase Order, manual or verbal PO number, quotation acceptance, email instruction or verbal direction. Commencing work or delivering Goods constitutes acceptance of these Terms whether or not attached or referred to.

2.ENGAGEMENT OF SUBCONTRACTOR

2.1 Appointment
(a) Omnia appoints the Subcontractor to provide the Goods and/or Services in accordance with this Agreement, and the Subcontractor must provide the Goods and/or Services as required by this Agreement. (b) The Subcontractor warrants that any drawings or specifications provided by or on behalf of Omnia are suitable and complete and must immediately advise Omnia in writing if they are in any way unsuitable or deficient. (c) The Subcontractor must fully and completely inform itself of Omnia’s requirements for the Goods and/or Services and must comply with all instructions given by Omnia regarding the Goods and/or Services. (d) Omnia may appoint a representative to carry out all of Omnia’s functions and to give directions under this Agreement. (e) The Subcontractor must not subcontract, assign or novate any part of the Goods and/or Services without Omnia’s prior written consent and remains responsible for all subcontractors.

2.2 Variations
The Subcontractor shall not vary the Goods and/or Services except as directed in writing by Omnia. By accepting the Purchase Order the Subcontractor acknowledges and agrees that it must receive a written direction and provide a notice in writing of its estimate of the cost of the proposed variation in order to have entitlement to cost of any variation. Failure by the Subcontractor to obtain a written direction and provide the notice in writing of its estimate of the cost of the proposed variation shall be an absolute bar to any claim by the Subcontractor to cost or time in relation to any variation. Omnia may at any time direct the Subcontractor to vary the Goods and/or Services by decreasing or omitting any part. The amount payable shall be reduced proportionately to reflect the value of the omitted work, valued by Omnia acting reasonably based on original pricing or fair market value. If the Subcontractor is unable or unwilling to perform omitted work the Subcontractor has no entitlement to payment for that work and waives any claim arising from Omnia engaging another contractor. No implied stage breakdowns or lineal metre rates apply unless expressly stated in the Purchase Order. Verbal, text or casual email approvals are not valid; a formal PO or VO is required.

2.3 Warranties
The Subcontractor gives the Warranties to Omnia and acknowledges Omnia has entered into this Agreement in reliance on them.

2.4 Indemnity
The Subcontractor is liable for, and indemnifies and keeps Omnia indemnified against, any liability, claim, action, suit, demand, loss, damage, charge, expense and cost (legal or otherwise) suffered or incurred arising out of or by reason of a breach by the Subcontractor of any of its obligations under this Agreement (including a breach of any Warranties) or in any way connected with the provision or non-provision of the Goods and/or Services. This indemnity extends to labour and equipment hire costs (including after hours), Authority or utility permit fees and any delay costs, liquidated damages, consequential losses, penalties or head-contract exposures incurred by Omnia to the extent caused by the Subcontractor. The Subcontractor’s liability is reduced proportionately to the extent Omnia caused or contributed to the loss.

3.SUPPLY OF GOODS AND/OR PROVISION OF SERVICES

(a) The Subcontractor must deliver the Goods and/or supply the Services by the Date for Delivery.

(b) If the Subcontractor proposes any change to the Date for Delivery for any reason, it must immediately give written notice to Omnia, who may accept or reject any such proposal in its absolute discretion.

(c) If the Subcontractor fails to deliver by the Date for Delivery or otherwise breaches this Agreement, Omnia may without prejudice to its other rights:

(i) refuse the Goods and/or Services; and/or

(ii) procure the same or similar Goods and/or Services elsewhere, and the Subcontractor will be liable for all costs and losses incurred by Omnia (including delay damages payable by Omnia to any principal or head contractor).

(d) Acceptance is subject to Omnia’s approval. Inspection does not imply acceptance and does not relieve the Subcontractor from responsibilities, liabilities, warranties or guarantees.

(e) Where Goods are not acceptable, Omnia may at the Subcontractor’s expense rectify the Goods to an acceptable condition or return them, and may deduct the costs in accordance with clause 5.5.

(f) Property and risk in Goods do not pass until Omnia has inspected and accepted the Goods by written notice.

(g) The Subcontractor must provide to Omnia (and its successors, customers, assignees, purchasers and users of the Goods and/or Services) the benefit of all warranties, guarantees and undertakings in respect of the Goods and/or Services from both the Subcontractor and any manufacturer or supplier.
(h) Liquidated Damages. If the Date for Delivery is not met, the Subcontractor is liable to pay Omnia liquidated damages of $250 per day for each day of delay until completion of the relevant scope. Such liquidated damages are a debt due and may be deducted.

(i) Site Conditions and Access Risks: Hard ground, rock, buried debris, ordinary weather, access constraints or utility obstructions are normal risks and do not entitle time or money unless Omnia issues a written VO.

(j) Evidence of Performance: On request, the Subcontractor must provide daily logs, photographic evidence, delivery dockets, QA records and signed completion records. Claims may be rejected until sufficient evidence is provided. (k) No Removal or Interference: Once delivered or installed, the Goods and/or Services become part of the Project and must not be removed, altered or interfered with under any circumstances (including for non-payment). Any attempt or threat constitutes a fundamental breach entitling Omnia to injunctive relief and damages.

4.INSURANCES

(a) Before the Subcontractor provides the Goods and/or Services, it must, at its cost, effect and maintain insurances required by Omnia.

(b) All insurances shall be effected with an insurer and on terms approved by Omnia.

(d) Other than Professional Indemnity and Workers Compensation, insurances shall be effected in the joint names of Omnia and the Subcontractor, or alternatively note Omnia’s interests, and operate as if a separate policy applied to each insured (limits aggregate).

(e) When requested, the Subcontractor must permit inspection and copying of policies, evidence of payment and certificates of currency. If the Subcontractor does not comply, Omnia may take out the insurance and/or defer payment; any cost incurred by Omnia is a debt due and payable and may be set off. Policies must be adequate to cover defects, delays, rework and Omnia’s back-charges and, where relevant, name Omnia as an insured or interested party.

5.CONTRACT SUM AND PAYMENT

5.1 Contract Sum
The parties agree that the Contract Sum is sufficient for the Goods and/or Services and includes such ancillary items as could have been reasonably anticipated by an experienced and competent subcontractor as being necessary having regard to the Project, or capable of reasonable inference from this Agreement.
5.2 Contract Sum fixed
The Contract Sum is fixed and is not subject to rise and fall except as expressly set out in this Agreement.
5.3 Claims for payment
(a) The Subcontractor shall submit written progress claims in accordance with the Purchase Order setting out its valuation and accompanied by information and documentation required by Omnia to verify the claim. An early progress claim shall be deemed to have been made on the date for making that claim.

(b) The Subcontractor must not include any variation or other claim purporting to adjust the Contract Sum unless agreed in writing by Omnia or resolved under clause 7.

(c) Omnia may withhold retention moneys or require other Security up to 20% of the Contract Sum; if not called upon, Security is returned at the expiration of the defects liability period advised by Omnia or 12 months after the last provision of Goods and/or Services, whichever is later.

(d) Within 15 Business Days of a progress claim being made (or deemed made), Omnia will provide a review of the claim stating the scheduled amount and reasons for any difference from the amount claimed. Omnia will assess on the basis of valuing the cost to complete remaining Goods and/or Services and the amount paid to date less the estimated costs of rectifying any defects.
5.3a Invoicing Requirements
Each invoice must include the PO or VO number, site address, Milestone reference, scope description, and evidence required under clause 3(j). Invoices submitted before completion of the relevant Milestone or without required evidence are invalid and will be rejected or returned. Any payment made in error may be reversed or set off across projects. The Subcontractor must not assign or set off payment claims or receivables without Omnia’s prior written consent. Claims must be milestone-linked per the PO or written agreement. Mid-scope or early invoices or misstatements of completion are invalid and may be rejected, returned or clawed back (including across projects). Omnia may increase retention or require additional Security where performance concerns or Defects persist, or Omnia reasonably anticipates future liability.
5.4 Payment
(a) Within 15 Business Days of the payment claim being issued or as otherwise agreed in writing, and subject to clause 5.5 and any other entitlement to deduct, Omnia shall pay the scheduled amount.

(b) Any payment made by Omnia does not constitute approval of work nor evidence that any Goods and/or Services have been satisfactorily carried out.

(c) Any adjudication application pursuant to SOPA must be made to the Resolution Institute, Building Adjudication Victoria Inc or Rialto Adjudications Pty Ltd.
5.5 Set off; Back-charges; Cross-Project Set-off
Omnia may deduct from moneys due to or claimed by the Subcontractor the amount of any moneys to which Omnia holds a bona fide belief as to entitlement (immediate or contingent), whether under this Agreement or otherwise (including Omnia’s reasonable estimate of damages for breach, costs and losses under clause 3(c), and any moneys due from the Subcontractor to Omnia under any other agreement) and may have recourse to Security; any balance owing is a debt due and payable immediately. Omnia may back charge the Subcontractor for costs incurred to rectify defective or incomplete Goods and/or Services, or to engage alternative contractors to complete omitted work, including costs of labour, materials, equipment, management and administration.

Procedure: Omnia will provide written notice of defect or non-compliance allowing 5 Business Days to rectify, failing which Omnia may rectify and back charge; no additional notice is required if the defect creates an immediate safety risk or delay. Cross-project set-off applies; Omnia may set off against amounts otherwise payable to the Subcontractor under any other Omnia project or contract. No payment is due for incomplete, defective or unapproved-variation work.
5.6 Adequacy of Contract Sum
The Subcontractor warrants the Contract Sum is appropriate and sufficient for the Goods and/or Services and takes account of all risks and contingencies (ascertainable and unascertainable) that may affect the Goods and/or Services, and includes minor or ancillary items not expressly mentioned which are necessary for satisfactory completion.

6.TERMINATION AND SUSPENSION

(a) Omnia may terminate this Agreement at any time by written notice to the Subcontractor. Except as provided in clauses 6(b)–(d), the Subcontractor has no entitlement to payment, damages or compensation upon termination. Clauses 6(e)–(g) continue to apply despite termination.

(b) If termination is without cause and not connected with a Termination Event, the Subcontractor shall be paid a reasonable amount as determined by Omnia having regard to the Contract Sum and commensurate to the Goods and/or Services provided to the date of termination.
(c) If termination is due to a Termination Event, Omnia will not be required to make any further payment and may apply any Security:
(i) towards any losses, costs, back-charges, damages or other monies which Omnia is entitled to recover from the Subcontractor under this Agreement; and
(ii) progressively to meet the costs incurred by Omnia in obtaining substitute contractors, completing incomplete works, or rectifying defective Goods and/or Services.
These rights are additional to Omnia’s other rights and remedies, including for repudiation.
(d) Omnia shall account to the Subcontractor for completion costs. If, after applying Security, the completion cost exceeds the balance otherwise payable to the Subcontractor, the difference shall be deemed an immediate debt due and payable to Omnia, recoverable by way of set-off, deduction, or any other lawful means, without the need for demand or further notice. If the completion cost is less, Omnia shall pay the surplus in full and final settlement of all claims arising from the termination.
(e) On termination, the Subcontractor must immediately deliver to Omnia all Documentation, materials, and warranties.
(f) Omnia may, at its sole discretion and without liability for delay or cost, direct the Subcontractor to suspend or resume the provision of Goods and/or Services at any time.
(g) The following constitute fundamental breaches and Termination Events permitting immediate termination: threats, abuse, failure to attend site, ignoring lawful instructions, safety breaches, attempts or threats to remove installed works, and repeated breaches or failure to rectify within notice periods. Upon such default, Omnia may engage others to complete or rectify the work and recover all associated costs, including premium rates.

7.DISPUTES

(a) If a dispute arises concerning any matter under or in connection with this Agreement either party may give written notice to the other stating it is a notice under this clause and adequately describing the dispute.

(b) Within 14 days of notice, senior executives must meet to endeavour to resolve the dispute.

(c) If not resolved within 14 days of that meeting (or if no meeting occurs in time) the dispute shall be referred to an expert agreed by the parties or, failing agreement, appointed by the Chair for the time being of the Resolution Institute. The expert determination shall be conducted in accordance with the Resolution Institute Expert Determination Rules.

(d) Clauses 7(a)–(c) must be complied with before proceedings, except for urgent injunctive or declaratory relief.

(e) The existence of a dispute does not relieve the Subcontractor from supplying the Goods and/or performing the Services. Omnia may withhold monies and/or recharge the Subcontractor’s payments against other jobs until the dispute is resolved.

(f) Omnia may recover further costs incurred (including delay costs, liquidated damages where the contract is over time, and expert reports) resulting from the Subcontractor not completing works in dispute.

(g) Any payment required to be made by Omnia under SOPA adjudication does not preclude Omnia from subsequently challenging the adjudication or exercising set-off rights to recover amounts paid in subsequent proceedings.

8.SAFETY AND PERSONNEL

8.1 Occupational Health & Safety. The Subcontractor shall ensure that:

(a) the Goods and/or Services are at all times carried out in accordance with all industrial health and safety requirements, including all occupational and/or work health and safety Laws and any directions, statements, protocols, guidelines or other similar material issued or published under those Laws;

(b) all personnel engaged in performing the Goods and/or Services participate in safety induction courses and attend safety meetings if required by Omnia;

(d) it complies promptly with Omnia’s health and safety directions, processes, policies and procedures.
8.2 Industrial relations. The Subcontractor must ensure all personnel employed on the Project have current WorkCover, superannuation and all other entitlements as required by any applicable workplace agreement or award; must pay no less than the applicable award and observe all conditions; and is responsible for maintaining good industrial relations and refraining from action which could affect Omnia or other contractors.
8.3 Breach. Any costs incurred by Omnia in relation to OHS or industrial disputes as a result of the Subcontractor breaching clauses 8.1 or 8.2 will be a debt due and payable to Omnia.

8.4 Environment, Site Rules and Security. The Subcontractor must comply with site rules, environmental laws and waste requirements; keep areas clean and safe and remove waste daily. If Omnia installs cameras, security or fencing, or engages security due to dispute, safety or performance concerns, the Subcontractor must reimburse reasonable costs, which may be deducted or set off.

9.GENERAL

(a) Application prior to PO. These Terms apply to any Goods and/or Services performed by the Subcontractor prior to the issue of the Purchase Order.
(b) Assignment/novation. Omnia may at its discretion assign, transfer or novate this Agreement or any of its rights or obligations; the Subcontractor must execute documents and do all acts necessary to give effect.
(c) Governing law. This Agreement is governed by the laws of Victoria and the parties submit to the non-exclusive jurisdiction of its courts.
(d) Entire agreement; exclusion of supplier terms. This Agreement is the entire agreement and supersedes all previous agreements, proposals, representations, letters, correspondence and discussions. Any terms and conditions provided by the Subcontractor (including qualifications and exclusions, or terms printed on quotations, proposals, invoices, delivery dockets or emails) are expressly excluded and have no effect unless expressly accepted in writing by a Director of Omnia Homes Pty Ltd, clearly identifying the specific clauses varied or added.
(e) Authority to agree to third-party terms. No employee, estimator, supervisor or agent of Omnia has authority to accept or incorporate any Subcontractor terms or conditions by signing or acknowledging a quotation, proposal, delivery docket or email, unless the document is signed by a Director of Omnia Homes Pty Ltd expressly accepting those terms. Confirmation of price, scope, or scheduling does not amount to acceptance of Subcontractor terms.
(f) No implied incorporation; battle-of-forms. The Subcontractor acknowledges that commencement of work, acceptance of a Purchase Order, or delivery of Goods does not incorporate any Subcontractor terms by reference. Where both parties exchange documents containing standard terms, Omnia’s Terms prevail to the extent of any inconsistency.
(g) Severance. If any provision is invalid, illegal or unenforceable, the remaining provisions are not affected and the invalid provision is severed.
(h) Relationship. This Agreement does not create a relationship of employment, agency, partnership or joint venture.
(i) Waiver. A right cannot be waived except in writing signed by the party entitled to that right on each specific occasion. Delay does not constitute waiver, nor does partial waiver operate as a subsequent waiver.
(j) Wrongs Act contribution protection. To the extent permitted by law, if any of the provisions of Part IVAA of the Wrongs Act 1958 (Vic) are applied to any claim by Omnia against the Subcontractor, whether in contract, tort (including negligence) or otherwise, the Subcontractor will indemnify and hold harmless Omnia against any cost, expense, loss and damage that forms part of a claim by Omnia that Omnia is not able to recover because of the operation of that Part.
(k) Notices. Notices may be given by email and are deemed received when sent unless an error/undeliverable notice is received. Omnia’s notice address is accounts@omniahomes.com.au (or any replacement notified by Omnia). The Subcontractor’s notice address is the last address provided to Omnia.
(l) Confidentiality and publicity. Except for legal or insurance disclosures, the Subcontractor must not make public statements, publish images or video from Omnia sites, or identify Omnia or its clients in marketing or social media without Omnia’s prior written consent.
(m) Ethics and compliance. The Subcontractor must comply with anti-bribery and corruption and modern slavery laws and maintain suitable policies. Breach is a fundamental breach entitling Omnia to terminate.
(n) Records and audit. The Subcontractor must maintain accurate records (including timesheets, dockets, QA and test certificates) for 7 years and provide copies on request. Omnia may audit; any overclaims or shortfalls may be set off or recovered as a debt.
(o) Electronic acceptance and signatures. Acceptance may occur electronically, by email or by commencement of work. Electronic signatures are binding.
(p) Force majeure (carve-outs). Neither party is liable for delay or failure due to events beyond reasonable control (excluding labour or plant unavailability, price changes, predictable weather, normal site conditions or latent debris/rock absent an approved Variation Order). The affected party must promptly notify and mitigate. Omnia may omit or re-sequence work to minimise delay.
(q) Precedence reminder. For clarity and without limiting clause 1A (Order of Precedence), in the event of inconsistency: (1) any formal subcontract executed by Omnia; (2) the Purchase Order (and any Variation Order); (3) these Terms; (4) Omnia’s written directions/specifications; then (5) the Subcontractor’s quote/proposal (only to the extent expressly accepted in writing by a Director of Omnia Homes Pty Ltd). Subcontractor standard terms remain excluded unless expressly accepted under clause 9(d) and (e).

10.CREDIT REPORTING, DEBT COLLECTION AND REPUTATIONAL PROTECTION

10.1 Notice and evidence (28 days). The Subcontractor must not refer, assign or submit any alleged debt to a Debt Collector or Credit Reporting Body unless it has first issued a written claim clearly stating the contractual basis with evidence, and provided Omnia 28 calendar days’ written notice to dispute or respond without Omnia raising a Dispute.

10.2 Conduct of agents. The Subcontractor must ensure any Debt Collector or Credit Reporting Body complies with clause 10.1 and the Australian Consumer Law, the Privacy Act 1988 (Cth) and the Credit Reporting Privacy Code. Omnia may rely on this clause directly against such third parties. Any listing without compliance is unlawful and unauthorised.

10.3 Improper defaults constitute fundamental breach. Lodging, threatening to lodge or maintaining a default or adverse report while a Dispute exists is a fundamental breach.

10.4 Damages and relief. Omnia may recover reputational loss, consequential loss, administrative costs and legal costs on an indemnity basis, and seek urgent injunctive or declaratory relief.

10.5 Direct action. Where a collector or Credit Reporting Body acts in breach, Omnia may pursue the Subcontractor and/or the third party for damages, defamation or misleading conduct. The Subcontractor indemnifies Omnia for related legal and investigative costs.

11.FUTURE DEFECT CLAIMS; WITHHOLDING; VCAT/DBDRV/COURT

11.1 Responsibility continues. The Subcontractor remains responsible for its work whether or not paid in full, including where a client raises a defect at DBDRV, VCAT or in court.

11.2 Withholding and cross-project set-off. If Omnia becomes involved in any dispute or settlement arising wholly or partly from the Subcontractor’s work, Omnia may withhold, retain or deduct a reasonable estimate of Omnia’s potential or actual loss, costs or settlement, recoverable as a debt due and set off across any other contracts.

11.3 No access or pending proceedings. If rectification cannot occur due to client refusal or tribunal or court orders, liability continues. Omnia may rectify when permitted and recover all reasonable costs, including premium for replacement contractors.

11.4 Quote to mitigate. On request, the Subcontractor must promptly provide a quotation or estimate to assist Omnia to defend or mitigate a client claim. Failure permits Omnia to make its own good-faith estimate, conclusive for set-off unless disproved.

11.5 Lump-sum settlements. Omnia need not disclose an itemised breakdown. Omnia’s good-faith apportionment of any settlement or judgment portion attributable to the Subcontractor’s work is final and conclusive unless disproved.

11.6 Security or retention. Omnia may increase retention or require additional Security where a third-party claim subsists.

11.7 Survival. This clause survives completion, payment, termination and expiry of any warranty period.

12.SOPA NOMINATING AUTHORITIES

For SOPA adjudication applications, the parties may refer to the Resolution Institute, Building Adjudication Victoria Inc., or Rialto Adjudications Pty Ltd (or any successor).