Terms & Conditions

General Conditions - Basic Works Contract

1 DEFINITIONS

‍NOTE: In the Contract, certain words and phrases used throughout are defined, and are shown in bold when used (e.g. Owner) In the Contract, except where the context otherwise requires: Act means the Queensland Building and Construction Commission Act 1991; Business Day means a Day that is not: • a Saturday or Sunday; or • a public holiday in the place in which any relevant act is to be or may be done; Christmas Shutdown means any Day occurring within the period 22 December to 10 January (inclusive); Commission means the Queensland Building and Construction Commission; Construction Period means the period stated in Item 9 of the Schedule; Construction Works Policy means a policy of insurance providing indemnity to the Contractor, the Owner, any lender (if so required by the Owner), and the Contractor’s subcontractors against liability for physical loss, destruction or damage to the Works, or to materials and goods on or adjacent to the Land; Consumer Building Guide means the Consumer Building Guide published from time to time by the Commission; Contract means these general conditions, any special conditions set out in Item 16 of the Schedule, the Schedule, the Drawings, the Specifications, and anything else annexed to, or incorporated by reference into the Contract; Contract Price means the amount stated in Item 1 of the Schedule, as adjusted from time to time under the Contract; Contractor means the person stated in Item 3 of the Schedule and includes the Contractor’s permitted assignees and transferees; Contractor’s Margin means the margin stated in Item 7 of the Schedule to be applied in accordance with Clauses 3.5 and

6.7; Date for Commencement means the date stated in, or otherwise determined in accordance with, Item 8 of the Schedule by which the Contractor must commence the Works at the Site; Date for Practical Completion means the date stated in or otherwise determined in accordance with Item 10 of the Schedule, by which the Works are to be brought to Practical Completion, as adjusted from time to time under the Contract; Date of Practical Completion means the date on which the Works reach Practical Completion; Days means calendar days; Defects Document means a document that: • lists any minor defects and minor omissions that the Contractor and the Owner agree exist; • states when the Contractor is to remedy the listed agreed minor defects and minor omissions; • lists any minor defects or minor omissions that the Owner claims exist, but that the Contractor does not agree exist; and • is signed by or on behalf of the Contractor; Defects Liability Period means the period commencing on the Day following the Date of Practical Completion, and ending on the Day twelve (12) months after the Date of Practical Completion; Deposit means the amount stated in Item 13 of the Schedule to be paid by the Owner to the Contractor in accordance with Clause 6.2; Direction includes, but is not limited to, any agreement, approval, authorisation, certificate, decision, demand, determination, explanation, instruction, notice, order, permission, rejection, request or requirement; Drawings means the plans (including, but not limited to, elevations, sections and details) and designs relating to the Works, described in Item 6 of the Schedule; Engineer Specification and Confirmation is a document, published by Master Builders Queensland and purchased by the Contractor, required under the Contract to be signed by the Registered Professional Engineer of Queensland providing the design of any footings or slabs for the Works; Excluded Items means those items stated in Item 4 of the Schedule to be excluded from the Works; Final Claim means a claim for payment made in accordance with Clause 13.2; BWC 06/2023.2 Initials  Foundations Data means the information about the Land a building contractor exercising reasonable care and skill needs for the preparation of an appropriate footings design for the Land and, if appropriate, a concrete slab design for the Land, and an adequate estimate of the cost of constructing the footings and, if appropriate, concrete slab; Holding Account means any account maintained by Master Builders Queensland with a financial institution for the purpose of holding amounts in accordance with the Master Builders Holding Account Conditions as amended from time to time; Inclement Weather means the existence of weather conditions, including, but not limited to, rain, wind, heat, cold, humidity, hail, snow, sleet, dew, fog, storm, dust, or flood, and their after-effects which have an adverse impact on the diligent, usual or safe carrying out of the Works by the Contractor or the Contractor’s subcontractors; Land means the land described in Item 5 of the Schedule on which the Works are to be carried out; Latent Condition means any physical condition, including artificial things, on or around the Land, including surface and subsurface conditions, which differ materially from the physical conditions reasonably expected by the Contractor at the date of the formation of the Contract; Owner means the person stated in Item 2 of the Schedule and includes the Owner’s permitted assignees and transferees; Possession means when the Works, or any part of the Works, are taken over, occupied or used by the Owner or the Owner’s employees, other contractors or agents; Practical Completion means that stage of the Works when: • the Works are completed in compliance with the Contract, including all Drawings and Specifications, and all statutory requirements applying to the Works, without any defects or omissions other than minor defects or minor omissions that will not unreasonably affect occupation; and • if the Owner claims there are minor defects or minor omissions, the Contractor gives the Owner a Defects Document for the minor defects or minor omissions; Prime Cost Item means an item (for example, a fixture or fitting) that either has not been selected, or the price of which is not known, at the date of the formation of the Contract, and for the cost of supply and delivery of which the Contractor has made a reasonable allowance in the Contract; Progress Claim means a claim for payment made in accordance with Clause 13.1; Provisional Sum means an estimate of the cost of carrying out a Provisional Sum Item; Provisional Sum Item means particular work (including supplying any materials needed for the work) under the Contract for which the Contractor, after having made all reasonable enquiries, could not state a definite amount at the date of the formation of the Contract; Resident Owner means an Owner who is an individual and intends to reside in the building on completion of the Works or within six (6) months after completion of the Works; Schedule means the Schedule contained in the Contract; Site means that part of the Land necessary to be occupied and used by the Contractor for the construction of the Works; Specifications means the specifications relating to the Works described in Item 6 of the Schedule; Stage means the stages stated in the Item 13 of the Schedule; Statutory Requirements includes, but is not limited to, any legislation, delegated (including, but not limited to, subordinate) legislation, permit, approval, or other law or legal requirement, and any Direction from, or requirement of, a local government or other entity (including, but not limited to, a building certifier and the Commission) having jurisdiction over the carrying out of the Works; Submission Date means the date on which the Contractor submits (as the case may be) a Progress Claim or the Final Claim to the Owner; Substantial Breach means a party’s failure or refusal to perform a substantial obligation under the Contract (such as, for example, the Owner’s failure to make payment on time); Tribunal means the Queensland Civil and Administrative Tribunal established under the Queensland Civil and Administrative Tribunal Act 2009; Variation means to vary the Works by agreement as set out in Clause 12 or as deemed or otherwise provided under the Contract; BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 8 of 17 Variation Document means a document that is: • readily legible; • describes the Variation and sets out the details of the scope of work which is the subject of the Variation; • states the date of the request for the Variation; • states the Contractor’s estimate of any period of delay to the progress of the Works as a result of the Variation; • states any adjustment to the Contract Price because of the Variation, or the method for calculating the adjustment; and • states when any adjustment to the Contract Price because of the Variation is to be: • accounted for, if the Variation results in a decrease to the Contract Price; or • paid, if the Variation results in an increase to the Contract Price; WHS Act means (separately and together) the Work Health and Safety Act 2011 (Qld) as amended from time to time and includes related Acts and Regulations; WHS Management Plan means a document prepared by the Contractor in respect of the Works which sets out the way in which the Works are to be carried out in order to comply with the WHS Act; and Works means the whole of the work to be carried out by the Contractor under the Contract, a description of which is contained in Item 4 of the Schedule and includes: • supply and installation of Prime Cost Items (if applicable); • carrying out Provisional Sum Items (if applicable); • Variations (if any); and • installation of Owner supplied items (if applicable); but excludes the Excluded Items.

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2 COOLING-OFF PERIOD

‍2.1 Subject to Clauses 2.2 and 2.3, the Owner may withdraw from the Contract: a) within five (5) Business Days after receiving a copy of the signed Contract and the Consumer Building Guide; or b) within five (5) Business Days after receiving the Consumer Building Guide if the Owner did not receive the Consumer Building Guide prior to receiving a copy of the signed Contract; or c) if five (5) Business Days have elapsed from the date of the formation of the Contract and the Owner has not received from the Contractor a copy of the signed Contract or the Consumer Building Guide or both. 2.2 In order to withdraw from the Contract under Clause 2.1 or section 35 of Schedule 1B of the Act, the Owner must give a signed written notice to the Contractor stating that the Owner withdraws from the Contract, and the section of Clause 2.1 or Schedule 1B of the Act, as applicable, under which the withdrawal is made, within the time allowed under that section for the withdrawal. 2.3 The Owner may not withdraw from the Contract if: a) the Owner and the Contractor have previously entered into a contract relating to the same detached dwelling, home or Land on substantially the same terms as the Contract; or b) the Owner has received formal legal advice about the Contract before entering into the Contract; or c) on, or after, the date of the formation of the Contract, the Owner tells the Contractor that the Owner received formal legal advice about the Contract before entering into the Contract. 2.4 Consequences of withdrawal: a) The following provisions of Clause 2.4 only apply if the Owner withdraws from the Contract in accordance with this Clause 2 or section 35 of Schedule 1B of the Act. b) The Owner must pay the Contractor an amount of $100 plus any out-of-pocket expenses reasonably incurred by the Contractor under the Contract before the Owner withdrew from the Contract. If the Owner has paid the Contractor more than that amount under the Contract before the Owner withdrew from the Contract, the Contractor must refund the excess to the Owner. c) Any amounts due under this Clause 2.4 must be paid on written demand for such amounts and will be deemed to be a debt due and payable to the party entitled to that amount by the other party. 2.5 In this Clause, formal legal advice means independent advice given by a lawyer authorised under a law of Queensland to practise as a lawyer for purposes including the giving, for reward, of advice, including, for example, advice about domestic building contracts, and for the giving of which an amount is paid, or is payable, to such a lawyer by the Owner. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 9 of 17

3 PRIME COST ITEMS AND PROVISIONAL SUM ITEMS

3.1 If the Contract includes any Prime Cost Items or Provisional Sum Items, the Owner must give to the Contractor all necessary written and signed Directions requested by the Contractor regarding the selection or supply of the item or work represented by a Prime Cost Item or Provisional Sum Item within five (5) Business Days of the Contractor’s request. 3.2 If any Prime Cost Item selected by the Owner is unavailable or will, in the opinion of the Contractor, unduly delay the progress of the Works, the Owner must specify in writing to the Contractor an alternative item within five (5) Business Days of the Contractor’s request to do so. 3.3 If the Owner fails to comply with Clause 3.2, the Contractor may select and supply a reasonable alternative item to the originally selected Prime Cost Item in terms of quality. 3.4 If the actual cost of a Prime Cost Item or of a Provisional Sum Item is less than the total amount allowed for that item in the Contract, the difference between the two amounts is to be deducted from the Contract Price and included in the next or any later Progress Claim or the Final Claim. 3.5 If the actual cost of a Prime Cost Item or of a Provisional Sum Item exceeds the total amount allowed for that item in the Contract, the excess amount plus the Contractor’s Margin on that excess is to be added to the Contract Price and included in the next or any later Progress Claim or the Final Claim.

4 INSURANCE

4.1 The Contractor must take out and maintain all policies of insurance, including, for example, WorkCover in respect of its workers, required to be taken out and maintained by the Contractor by a Statutory Requirement relating to the Works. 4.2 The Contractor must take out and maintain a Construction Works Policy for the full insurable value of the Works from the Date for Commencement until the Date of Practical Completion or the date the Owner takes Possession of the Works, whichever is earlier. The Construction Works Policy must note the Contractor as an ‘Insured’, and the Owner and any lender (if requested by the Owner) as ‘Insureds’ or ‘Interested Parties’, under the policy. 4.3 The Contractor must take out and maintain a public liability insurance policy for an amount not less than $10 million for any one occurrence from the Date for Commencement until the expiration of the Defects Liability Period. The public liability insurance policy must cover the Contractor and the Owner for their liabilities to third parties and each other in respect of personal injury to, or death of, any person (other than liability which is required by law to be insured under a workers compensation policy of insurance), and loss or damage to property except the Works, arising out of, or in connection with, the Works. The public liability policy must note the Contractor and the Owner as ‘Insureds’ under the policy. 4.4 To the maximum extent permitted by law, the Contractor is not liable, and does not provide any indemnity, to the Owner, the Owner’s employees or agents, or any other person for whom the Owner is responsible for any injury or death to any person, or loss or damage to any property, which arises as a result of any act or omission by the Owner, or any person for whom the Owner is responsible, and in respect of such claims the Owner must indemnify the Contractor. 4.5 The Owner must comply with the following: a) the Owner must insure the Works from the Date of Practical Completion or the date the Owner takes Possession of the Works, whichever is earlier; b) if the Works involve the alteration, addition to, or repair of an existing building, then the Owner must take out and maintain an insurance policy for the duration of the Contract which provides cover for the full replacement value of any existing building, and the contents of such building, against any loss or damage. If the Contractor gives a written notice requesting to view the policy of insurance, the Owner must make available for the Contractor to view the current policy of insurance within five

(5) Business Days after the giving of the notice; and c) if the Works do not involve the alteration, addition to, or repair of an existing building, but existing buildings are on the Land, then the Owner must take out and maintain an insurance policy for the duration of the Contract which provides cover for the full replacement value of any existing building, and the contents of such building, against any loss or damage. If the Contractor gives a written notice requesting to view the policy of insurance, the Owner must make available for the Contractor to view the current policy of insurance within five (5) Business Days after the giving of the notice. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 10 of 17

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5 CONTRACTOR’S WARRANTIES

5.1 The Contractor warrants that the Contractor will carry out the Works: a) in an appropriate and skilful way; b) with reasonable care and skill; c) in accordance with the Drawings and the Specifications; d) with reasonable diligence; and e) in accordance with all relevant laws and legal requirements, including, for example, the Building Act 1975 and the National Construction Code. 5.2 If the Works: a) consist of the erection or construction of a detached dwelling; or b) are intended to renovate, alter, extend, improve or repair a home, to a stage suitable for occupation, the Contractor warrants that the detached dwelling or home will be suitable for occupation when the Works are finished. 5.3 The Contractor warrants that any estimate for the cost of a Prime Cost Item or Provisional Sum provided for in the Contract has been calculated with reasonable care and skill having regard to all the information, including information about the nature and location of the Land, reasonably available at the date of the formation of the Contract. 5.4 Subject to Clause 5.5, the Contractor warrants that all materials to be supplied by the Contractor for use in the Works: a) will be good and, having regard to generally accepted practices or standards applied in the building industry for the materials, or the specifications, instructions or recommendations of manufacturers or suppliers of the materials, suitable for the purpose for which they are used; and b) unless expressly stated otherwise elsewhere in the Contract or the parties have agreed in writing otherwise, will be new. 5.5 Clause 5.4 does not apply for materials if: a) an architect is the Owner’s agent, or the Contract is being administered by an architect engaged by the Owner, and the Contractor is subject to the Direction of the architect for supplying the materials that are to be supplied by the Contractor; or b) the Owner is responsible for specifically nominating the materials to be supplied by the Contractor for use in the Works without any recommendation, representation, suggestion or other approach having been made to the Owner by the Contractor: i) supporting, or approving, the use of the materials; or ii) criticising, or disapproving the use of, other materials that could be considered to be appropriate for use for the purpose for which the materials nominated by the Owner are to be used, and there are no reasonable grounds for not using the materials or, if there are reasonable grounds for not using the materials, the Owner insists on the materials being used despite written advice to the contrary given to the Owner by the Contractor.

6 OWNER’S OBLIGATIONS

6.1 The Owner must pay the Contractor the Contract Price in accordance with the Contract. 6.2 The Owner must pay the Deposit to the Contractor on the date of the formation of the Contract. 6.3 If the Owner supplies any documents or Foundations Data to the Contractor, the Owner: a) warrants that the documents or data are, or will be, accurate, suitable for the purposes for which they will be used and appropriate in all respects for the Land (including the Site); b) warrants that the documents or data comply with all Statutory Requirements relating to the Works; c) warrants that all consents, approvals and permits necessary for the lawful commencement of, and the carrying out of, the Works have been obtained, and all related fees and charges have been paid, except to that extent which any such necessary consent, approval or permit is expressly required to be obtained and paid for by the Contractor under the Contract; d) warrants that it is, and will continue to be, reasonable for the Contractor to rely on the documents or data; e) must supply a sufficient number of copies to enable the Contractor to perform the Works, and to obtain necessary approvals if the Contractor is required to do so under the Contract; and f) must have the Owner’s engineer (who must be a Registered Professional Engineer of Queensland) sign the Engineer Specification and Confirmation on the date of the formation of the Contract, if applicable. 6.4 The Owner must not obstruct, interfere with or hinder the carrying out of the Works. The Owner must take all reasonable steps to prevent all others from obstructing, interfering with or hindering the carrying out of the Works. If the Owner or any person on Site at the request of or under instructions from the Owner obstructs, interferes with or hinders the carrying out of the Works, the Owner must indemnify the Contractor against the consequences of any delay, and any additional costs incurred by the Contractor as a result. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 11 of 17 6.5 The Owner must: a) comply with the Directions of the Contractor given for work, health and safety at the Site; b) ensure that any person at the Site at the request of or under the instruction of the Owner complies with the Directions of the Contractor given for work, health and safety at the Site; c) not wilfully or recklessly interfere with or misuse anything provided for work, health and safety at the Site; d) not wilfully place at risk the health and safety of any person at the Site; e) not wilfully injure oneself; and f) only attend the designated construction areas at the Site whilst supervised by the Contractor. 6.6 The Owner is responsible for, including all costs associated with, the conveying, connection and installation of all services and facilities being brought to the Land for connection to the Works. These services and facilities include, but are not limited to, for example: gas, sewerage, storm water, water, electricity, telephone and National Broadband Network. The Contractor is responsible for services connected from the boundary of the Land to the Works, except that the Owner is responsible if agreed otherwise elsewhere in the Contract or any existing services need to be upgraded or changed. 6.7 The Owner is responsible for the Site being accessible by any persons, vehicles or machinery reasonably necessary for the carrying out of the Works. If the Site becomes inaccessible or access is restricted due to any reason beyond the control of the Contractor, any costs incurred by the Contractor in obtaining sufficient access to the Site, together with the Contractor’s Margin applied to those costs, is to be added to the Contract Price and included in the next or any later Progress Claim or the Final Claim. 6.8 The Owner is responsible for locating the position and depth of all underground services that may be necessary for the Contractor to carry out the Works.

7 COMMENCEMENT

7.1 The Contractor must commence the Works at the Site: a) if a date is stated in Item 8 of the Schedule as the Date for Commencement, on or before that date; or b) if the Date for Commencement is stated in Item 8 of the Schedule to be determined under this Clause 7.1(b), then within ten (10) Business Days of the Contractor receiving all of the following: i) the approvals and consents required by the Contract to be given by the Owner; ii) satisfactory evidence of the Owner’s capacity to pay the Contract Price; iii) the Owner has complied with the requirements of Clause 6.7 and 6.8 to the satisfaction of the Contractor; and iv) the Owner has paid the Deposit. 7.2 Within ten (10) Business Days of starting the Works at the Site, the Contractor must give a commencement notice, signed by the Contractor, to the Owner stating: a) the date the Contractor started the Works at the Site; and b) the Date for Practical Completion. 7.3 The party stated in Item 12 of the Schedule must promptly take all reasonable steps, and pay any relevant fee, to obtain the necessary building approval to commence the Works.

8 PRACTICAL COMPLETION

8.1 The Contractor must bring the Works to Practical Completion by the Date for Practical Completion. 8.2 On reaching Practical Completion, the Contractor must give to the Owner: a) a written notice stating the date that the Works reached Practical Completion; and b) if the Owner claims that there are minor defects in, or minor omissions from, the Works, a Defects Document. 8.3 The Contractor must remedy any agreed minor defects and minor omissions set out in any Defects Document within the times stated in the Defects Document or within a reasonable period if necessary materials or labour are unavailable or the Contractor has a reasonable excuse. 8.4 Unless the Owner has obtained the Contractor’s prior written consent, the Owner must not take Possession of the Works, nor is the Owner entitled to the keys or other access codes to the Works, prior to making full payment to the Contractor of the Contract Price. 8.5 On full payment by the Owner of the Contract Price to the Contractor, the Contractor must hand over the Works, including the keys or other access codes to the Works, to the Owner. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 12 of 17 8.6 If the Owner wishes to take Possession of the Works but disputes any part of the Contract Price claimed by the Contractor, and the Contractor is a member of Master Builders Queensland: a) the Owner may pay the disputed amount into the Holding Account; b) the Owner is to then give the Contractor a receipt showing the disputed amount has been deposited into the Holding Account and pay any undisputed amount to the Contractor; c) upon receiving the receipt and payment (if any), the Contractor is to hand over the Works, including the keys and access codes to the Works, to the Owner; and d) the Owner agrees to take all steps necessary to enable Master Builders Queensland to release money received into the Holding Account under this Clause in accordance with the Master Builders Holding Account Conditions applicable at the time of the deposit. 8.7 If the Owner takes Possession of the Works when not entitled to do so under the Contract, the Works are deemed to have reached Practical Completion without any defects or omissions on the Day that the Owner takes Possession, and the Owner is liable to the Contractor for any loss or damage that the Contractor may incur or suffer as a result.

9 DELAYS AND EXTENSION OF TIME CLAIMS

9.1 Subject to Clause 9.2, the Contractor is entitled to an extension of the Date for Practical Completion if the progress of the Works is delayed as a result of any of the following causes: a) a Variation; b) a failure by the Owner to give to the Contractor a written notice agreeing to a Variation in accordance with Clause 12; c) an act or omission of the Owner, the Owner’s consultants, agents or other contractors; d) a Latent Condition; e) a breach of the Contract by the Owner; f) a lawful suspension of the Works (including a suspension under Clause 10); g) claims or proceedings being taken, or threatened to be taken, by, or disputes with, a third party that did not arise as a result of any breach by the Contractor of the Contract; h) proceedings being taken, or threatened by, or disputes with, adjoining neighbouring owner or occupier that did not arise as a result of any breach by the Contractor of the Contract; i) an act of prevention by the Owner not otherwise covered by this Clause; j) Inclement Weather, or any conditions arising as a direct or indirect consequence resulting from Inclement Weather; k) industrial action or civil commotion affecting the Works, any persons employed in respect of the Works, or the manufacture or supply of materials for the Works; l) the unavailability of any labour (whether under a subcontract or a contract of employment) necessary for the Contractor to carry out the Works with reasonable diligence; m) the unavailability of any materials necessary to carry out the Works; or n) any other cause not reasonably foreseeable at the date of the formation of the Contract, and beyond the reasonable control of the Contractor. 9.2 If, at any time prior to the Works reaching Practical Completion, the Contractor believes that the progress of the Works was, or will be delayed, as a result of a cause set out in Clause 9.1 and the delay causing the need for the extension of the Date for Practical Completion was: a) not reasonably foreseeable and beyond the reasonable control of the Contractor; or b) caused by the Owner; or c) caused by a Variation complying with Clause 12, the Contractor must, within ten (10) Business Days of the Contractor becoming, or ought reasonably to have become, aware of the cause and extent of the delay, give to the Owner a written claim, signed by or on behalf of the Contractor, for a reasonable extension of the Date for Practical Completion that sets out the cause and consequences of the delay. 9.3 Within ten (10) Business Days after receiving the Contractor’s written claim for an extension of the Date for Practical Completion, the Owner must assess the claim and give written notice to the Contractor: a) accepting the claimed extension of the Date for Practical Completion; or b) if the Owner disputes the Contractor’s entitlement to all or any part of the claimed extension of the Date for Practical Completion, give the Contractor a written notice: i) stating that the Owner disputes the claimed extension of the Date for Practical Completion; ii) setting out full details of the Owner’s reasons for the dispute; and iii) granting any part of the claimed extension of the Date for Practical Completion that is not disputed by the Owner. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 13 of 17 9.4 If the Owner accepts the Contractor’s claim for an extension of the Date for Practical Completion, in whole or in part, in accordance with Clause 9.3, the Contractor must, within five (5) Business Days of the Owner’s acceptance, give to the Owner a signed copy of the accepted claim for an extension of the Date for Practical Completion. 9.5 If the Owner fails to give written notice in accordance with Clause 9.3, or gives notice rejecting the whole or any part of the Contractor’s claim for an extension of the Date for Practical Completion, then the dispute arising as a result is to be resolved in accordance with Clause 18.

10 SUSPENSION OF THE WORKS

10.1 If, at any time prior to the Works reaching Practical Completion, the Owner is in Substantial Breach of the Contract, the Contractor may, without prejudice to any of the Contractor’s other rights or remedies, suspend performance of the Works by written notice to the Owner. The Contractor must recommence the carrying out of the Works within ten (10) Business Days of the alleged breach or breaches or failures set out in the suspension notice being remedied by the Owner. Any notice given, or suspension of the Works, under this Clause by the Contractor is without prejudice to any right of the Contractor to terminate the Contract for breach or repudiation of the Contract by the Owner and is not an affirmation of the Contract.

11 DEFECTS LIABILITY PERIOD

11.1 If, after the Works have reached Practical Completion but prior to the expiration of the Defects Liability Period, the Owner becomes aware of any defects in, or omissions from, the Works, the Owner must give the Contractor a written notice setting out full details of the defects or omissions. 11.2 To avoid doubt, no part of the Contract Price is to be retained by the Owner during the Defects Liability Period. 11.3 Subject to reasonable access being provided, the Contractor must, within the Defects Liability Period and, if reasonably required by the Contractor, a further period of twenty (20) Business Days after the expiration of the Defects Liability Period, rectify any defects in, and omissions from, the Works notified to the Contractor in accordance with Clause 11.1, during usual business hours and at no cost to the Owner. The Contractor is not responsible for rectifying any alleged defects or omissions which arise from the fact that something is still to be supplied or done by the Owner, or which relate to the maintenance of an item which is still to be performed by the Owner or is the responsibility of the Owner.

12 VARIATIONS

12.1 Either party may request a Variation. 12.2 The Contractor may, at its discretion, agree to any Variation requested by the Owner but it is not obliged to do so. 12.3 The Works may be varied so as to: a) increase, decrease, omit or change any part of the Works; b) comply with a change to a Statutory Requirement; and/or c) overcome any Latent Condition that affects the Contractor’s performance of the Works. 12.4 Within five (5) Business Days of the parties agreeing to a Variation, and before any work the subject of the Variation is started, the Contractor must provide the Owner with a Variation Document. 12.5 The Owner must give to the Contractor a written notice agreeing to the Variation within five (5) Business Days after receiving the Variation Document provided by the Contractor under Clause 12.4. 12.6 The Contractor must not start to carry out any work which is the subject of a Variation until the Contractor receives the written notice from the Owner under Clause 12.5 agreeing to the Variation. 12.7 Where a Variation results in an increase to the Contract Price, the Owner must pay the Contractor the amount of the increase in accordance with the time stated in the Variation Document. 12.8 The Contractor is under no obligation to start to carry out any work which is the subject of a Variation until such time as the Owner provides satisfactory evidence to the Contractor, if requested, that the Owner has the financial capacity to pay for the Variation if requested by the Contractor. 12.9 Notwithstanding any other clause of the Contract, the Contractor is not required to give the Owner a copy of the Variation Document before starting the work which is the subject of the Variation if that work is required to be carried out urgently and it is not reasonably practicable, in the particular circumstances, to do so. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 14 of 17

13 PAYMENT

13.1 In relation to progress claims: a) the Contractor may submit a Progress Claim to the Owner on completion of the Stages set out at Item 13 of the Schedule; and b) the Progress Claim must set out: i) details of: A) the Stage that has been completed and/or the work that has been carried out by the Contractor to which the Progress Claim relates; B) the amount that the Contractor claims for payment by the Owner for that work; and C) any other amount arising out of, or in connection with, the Contract that the Contractor claims for payment by the Owner; and ii) the total amount that the Contractor claims for payment by the Owner, and be in the form of a tax invoice. 13.2 No later than fifteen (15) Business Days after the expiration of the Defects Liability Period, the Contractor may submit a Final Claim to the Owner that sets out: a) the total amount of the Progress Claims submitted by the Contractor to the Owner under Clause 13.1; b) the total amount of the payments made by the Owner to the Contractor under the Contract up to and including the date on which the Contractor submits the Final Claim; c) details of: i) any work carried out by the Contractor to which the Final Claim relates; ii) any amount that the Contractor claims for payment by the Owner in respect of any such work; and iii) any other amount arising out of, or in connection with, the Contract that the Contractor claims for payment by the Owner; and d) the total amount that the Contractor claims for payment by the Owner in the Final Claim, and be in the form of a tax invoice. 13.3 Upon receipt of a Progress Claim or the Final Claim, the Owner must pay to the Contractor the total amount of the Progress Claim or the Final Claim by no later than the time stated in Item 14 of the Schedule, unless the Owner disputes the Progress Claim or the Final Claim in accordance with Clause 13.4. 13.4 If the Owner disputes all or any part of the total amount of a Progress Claim or the Final Claim, the Owner must: a) give the Contractor a written notice of dispute in accordance with Clause 18.1 setting out the amount in dispute and details of the dispute by the time stated in Item 14 of the Schedule or the date ten (10) Business Days after the Submission Date, whichever is the earlier; and b) pay to the Contractor the amount of the Progress Claim or the Final Claim that is not disputed by the Owner by the time stated in Item 14 of the Schedule. 13.5 If the Owner fails to give the Contractor a notice in relation to a Progress Claim in accordance with Clause 13.4, the Owner must pay to the Contractor the total amount of the Progress Claim without any deduction. If the Owner fails to give the Contractor a notice in relation to the Final Claim in accordance with Clause 13.4, the Owner must pay to the Contractor the total amount of the Final Claim without any deduction and the parties agree that the Works have been carried out and completed in accordance with the Contract. 13.6 If the Owner fails to make any payment due to the Contractor under the Contract on or before the time stated in Item 14 of the Schedule: a) the Contractor is entitled to interest on the outstanding amount at the rate stated in Item 15 of the Schedule, payable from the Day after the date that payment was due until the date of payment; and b) the Owner must pay to the Contractor any debt collection costs, including any legal costs on a full indemnity basis, associated with recovering, or the attempted recovery of, the outstanding amount. 13.7 Payment, other than payment of the Final Claim, is payment on account only. 13.8 The Owner has no right to deduct any amount from moneys owing to the Contractor under Clause 13 including any moneys due to the Owner from the Contractor under the Contract. 13.9 In the event that the Contract is terminated for any reason, a reference date for the purposes of a Progress Claim arises on the date of termination.

14 RIGHTS TO TERMINATE CONTRACT

14.1 If either party: a) fails to make a payment under the Contract; b) is otherwise in Substantial Breach of the Contract, the party not in default may give a written notice to the defaulting party by hand or registered “Priority” post: c) describing each alleged breach of the Contract by the defaulting party; and d) stating the non-defaulting party’s intention to terminate the Contract unless the defaulting party remedies the alleged breach or breaches within ten (10) Business Days after receiving the non-defaulting party’s notice. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 15 of 17 14.2 If the defaulting party fails to remedy the breach or breaches set out in a notice given to it in accordance with Clause 14.1 within the time stated in that notice, the non-defaulting party may, without prejudice to any other rights or remedies, terminate the Contract by further written notice to the defaulting party. 14.3 If the Contract is terminated in accordance with Clause 14.2, the rights and liabilities of the parties are the same as they would have been at common law had the defaulting party repudiated the Contract and the non-defaulting party elected to treat the Contract as at an end and recover damages. 14.4 A party may not terminate the Contract if the party is in Substantial Breach of the Contract. 14.5 If the Contract is terminated in accordance with Clause 14.2, the Contractor is entitled to a reasonable remuneration for the unpaid value of that part of the Works it carried out under the Contract up to, and including, the Day on which the Contract is terminated and the Contractor will have an irrevocable licence (including which survives termination of the Contract) to remove from the Land, and retain, all unfixed materials, goods, plant and equipment previously provided by the Contractor provided such unfixed materials, goods, plant and equipment has not been paid for by the Owner.

15 TERMINATION FOR INSOLVENCY

15.1 If a party: a) commits an act of bankruptcy, or is made bankrupt; b) makes a composition or other arrangement with creditors; c) assigns assets for the benefit of creditors generally; or d) being a company, becomes insolvent, enters into a deed of company arrangement, has a controller, administrator or receiver appointed, or is in liquidation; the other party may, subject to Clause 15.2, immediately terminate the Contract on giving a written notice to the defaulting party setting out the ground or grounds relied on by the other party for the termination. 15.2 If the Contractor or the Owner is a company and enters into certain arrangements for the purpose of avoiding being wound up in insolvency or appoints an administrator, then the right to terminate the Contract pursuant to Clause 15.1 may be limited by the Corporations Act 2001 (Cth).

16 NOTICES

16.1 The Contractor or the Owner must provide to the other party a copy of any: a) report, notice, order or other document given in relation to the Works by any supplier of services (such as, for example, gas, electricity, telephone, water and sewerage); and b) certificate of inspection of the Works, as soon as practicable after receipt. 16.2 Unless expressly stated otherwise elsewhere in the Contract, any written notice, or other document, to be given by a party under the Contract is deemed to have been given and received: a) if delivered by hand to the other party, at the time of delivery; b) if sent by email to the other party at the email address of the other party stated in the Contract, or another email address notified by the other party in writing, at the time when the email leaves the information system used by the party which sent the email. 16.3 The parties agree that facsimile transmission and email communications from either party to the other constitute an ‘electronic communication’ as that term is defined in the Electronic Transactions Act 1999 (Cth) and corresponding State legislation including the Electronic Transactions (Queensland) Act 2001. 16.4 Unless expressly stated otherwise elsewhere in the Contract, the parties agree that any written notice, or other document, to be given by a party under the Contract may be given and received via facsimile transmission or email, or both.

17 LODGING OF A CAVEAT BY THE CONTRACTOR

17.1 The Contract does not give the Contractor an interest in the Land if the Owner is a Resident Owner. 17.2 If the Owner is not a Resident Owner, the Owner: a) charges the Owner’s interests in the Land with due payment to the Contractor of all amounts that may become due to the Contractor arising out of, or otherwise in connection with, the Contract; b) must, if requested by the Contractor, promptly deliver an executed mortgage in registrable form to secure the charge; c) consents to the Contractor lodging a caveat over all or any part of the Land to secure the Contractor’s interest in the Land; d) must, if requested by the Contractor, do all things and sign all documents necessary to enable the Contractor to lodge a caveat; and e) must pay to the Contractor, on demand, all stamp duty and registration fees that are payable or paid on the lodgement, withdrawal or release of any caveat or mortgage under this Clause. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 16 of 17

18 RESOLUTION OF DISPUTES

18.1 If a dispute or difference (together referred to as a ‘dispute’) arises out of, or in connection with, the Contract, either party may give the other party a written notice of dispute setting out the details of the dispute, including any amount in dispute. Notwithstanding the giving of a notice of dispute, the parties must, subject to the Contract, continue to perform the Contract. 18.2 Within five (5) Business Days after receiving the notice of dispute, the parties must arrange, and participate in, a ‘without prejudice’ conference between them, or their authorised representatives, in an attempt to resolve the dispute. By agreement between the parties, a dispute arising out of, or in connection with, the Contract may be referred to Master Builders Queensland for a ‘without prejudice’ conference at any time provided that the Contractor is a member of Master Builders Queensland. 18.3 If the parties fail to resolve all of the dispute during the ‘without prejudice’ conference, or if the party given the notice of dispute fails to participate in a ‘without prejudice’ conference in accordance with Clause 18.2, then the parties may agree to refer all or any part of the dispute to a dispute resolution process administered by the Commission. 18.4 If the parties fail to resolve the dispute through a ‘without prejudice’ conference referred to in Clause 18.2 or during any dispute resolution process referred to in Clause 18.3, then either party may commence legal proceedings in the Tribunal or a Court in relation to any part of the dispute that is not resolved during a ‘without prejudice’ conference referred to in Clause 18.2 or during any dispute resolution process referred to in Clause 18.3. 18.5 Neither party may commence legal proceedings in relation to a dispute unless the parties have undertaken the processes set out in Clauses 18.1 to 18.3 and those processes have failed to resolve the dispute, or one of the parties attempted to follow those processes and the other party has failed to participate. 18.6 Nothing in this Clause 18 will prejudice the right of a party to institute legal proceedings to: a) enforce payment under Clause 13; or b) for urgent injunctive or declaratory relief in relation to any matter arising out of, or in connection with, the Contract.

19 GOODS AND SERVICES TAX

19.1 For the purposes of the Contract, the terms “ABN”, “GST”, “GST law”, “registered”, “tax invoice” and “taxable supply” have the meanings given to them in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 19.2 The Contractor warrants that the Contractor is: a) the holder of any ABN stated in Item 3 of the Schedule; and b) registered and will continue to be registered until the expiration of the Defects Liability Period. 19.3 The Contract Price includes GST unless noted otherwise. 19.4 Where the Works, or any part of the Works, constitute a taxable supply, the Contractor must comply in every respect with GST law. 19.5 A Progress Claim and the Final Claim must be in the form of a tax invoice.

20 HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

‍20.1 Unless otherwise agreed by the parties, the Contractor is engaged by the Owner to discharge, in respect of the Works, until the Works reach Practical Completion, or the Contract is terminated, the duties of a ‘principal contractor’ (as defined) under the WHS Act. 20.2 Without limiting the obligations of the Contractor pursuant to the WHS Act, the Contractor, in respect of the Works, must ensure that: a) any person carrying out any part of the Works complies with all relevant Statutory Requirements in respect of: i) work, health and safety; and ii) environmental protection; and b) relevant safety documentation (e.g. WHS Management Plan) is prepared in respect of the Works. 20.3 The Contractor may exclude or remove from the Site any person (including, but not limited to, the Owner, the Owner’s officers, employees, consultants, agents and contractors, and authorised officers of the lender) whose acts, omissions or other conduct in the Contractor’s opinion does not meet the requirements of the Contractor’s safety documentation or the WHS Act.

21 MISCELLANEOUS

21.1 The Contract constitutes the entire agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether oral or in writing. 21.2 All demolished materials and unfixed building materials supplied by the Contractor and not paid for by the Owner, are the property of the Contractor unless otherwise expressly stated elsewhere in the Contract. 21.3 The Contractor may subcontract any part of the Works but is not relieved in doing so from any obligation or liability under the Contract or the Act for the work that is the subject of any such subcontract. BWC 06/2023.2 Initials %%INIT=0%% %%INIT=1%% Page 17 of 17 21.4 Neither party may assign the Contract, or any right, benefit, obligation, liability or interest under the Contract, without the prior written consent of the other party. 21.5 Unless expressly stated otherwise elsewhere in the Contract, none of the provisions of the Contract, or any entitlement, remedy, obligation or liability arising out of, or otherwise in connection with, the Contract, may be waived, discharged or released for any reason whatsoever except with the prior written consent of the parties. 21.6 The Contract is governed by, and is to be construed in accordance with, the laws of the State of Queensland in the Commonwealth of Australia. 21.7 If any provision of the Contract is void, voidable, unenforceable or illegal, or has the effect of making another provision of the Contract void, unenforceable or illegal, it is to be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible the offending words) is to be severed from the Contract without affecting the validity, legality or enforceability of the remaining provisions (or parts of those provisions) which continue to have effect. 21.8 If there is more than one person named as the Owner under the Contract, their obligations and liabilities are joint and several. 21.9 The Contract may be executed in counterparts. A counterpart may be a copy of the Contract printed from a facsimile or email transmission. All counterparts together are taken to constitute one instrument and will not be binding until executed counterparts are exchanged. A copy of the Contract which has been executed by a party may be relied upon by a party to the same extent as if it was an original of the Contract executed by the party. 21.10 The parties acknowledge that the period covered by the Christmas Shutdown are not working days for the Contractor unless otherwise agreed. 21.11 If the time for making any payment or doing any other act required or permitted by the Contract falls on a Day which is not a Business Day, then the time for making the payment or doing the act is deemed to be the next Business Day.

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22 SPECIAL CONDITIONS

22.1 Any special conditions set out in Item 16 of the Schedule form part of the Contract. The special conditions prevail over these general conditions to the extent of any inconsistency.

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