Terms and Conditions
of Supply
These clauses govern laboratory testing, field testing, inspection, engineering and consultancy services, training, works and any related goods supplied by METAS.
Part A
1.Application and acceptance
These Terms are issued by METAS Engineering Consultants Pty Ltd (ABN 18 677 546 708), referred to in this document as METAS, we, us or our.
These Terms apply to each Supply and, where relevant, to access to and use of the Website. The Privacy Policy in Part C applies to METAS’s handling of personal information.
A Contract is formed when the Client accepts a Quote by signing it, issuing a purchase order that references it, instructing METAS to start, delivering a Sample for the quoted work, accepting delivery, or otherwise communicating acceptance.
A person who accepts a Quote or instructs METAS on behalf of a Client warrants that the person has authority to bind the Client.
These Terms continue to apply to later Supply unless METAS and the Client sign a replacement agreement or METAS issues updated terms that the Client accepts for a later Supply.
If a mandatory law is inconsistent with these Terms, the mandatory law prevails to the extent of the inconsistency
2.Definitions and interpretation
In these Terms, unless the context requires otherwise:
Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
Client means the person or entity identified in the Quote or otherwise engaging METAS, and includes its authorised personnel.
Contract means the agreement constituted by the documents identified in clause 3.
Contract Sum means the price or fees stated in or calculated under the Quote, as adjusted under the Contract.
Goods means any physical goods, consumables, equipment, specimens or materials supplied by METAS as part of the Supply.
Report means a test report, inspection report, certificate, opinion, drawing, calculation, technical memorandum or other deliverable issued by METAS.
Sample means any specimen, product, component, material, data, image or other item provided or made available for testing, inspection or analysis.
Site means a location at which METAS performs or delivers any part of the Supply, other than METAS’s own premises.
Supply means the works, goods and/or services described in the Quote, including laboratory, testing, inspection, non-destructive testing, engineering, consultancy, training and related activities.
Website means metas.net.au and any replacement or associated website controlled by METAS.
Quote means METAS’s written proposal, fee estimate, scope, work order or other offer for the Supply, including expressly incorporated documents.
Headings assist reading only. The singular includes the plural; including is not limiting; a reference to legislation includes amendments and replacements; and person includes an individual, body corporate, partnership, trust and government body.
3.Contract documents and priority
The Contract comprises the following documents in descending order of priority:
a written variation, addendum or special condition signed by both parties;
the accepted Quote, including its stated scope, exclusions, assumptions and deliverables;
these Terms;
the Client’s technical specification or request expressly accepted in the Quote; and
the Client’s purchase order, but only for administrative details such as purchase-order number and billing address.
A term in a purchase order, portal, request for tender, head contract or other Client document does not amend the Contract merely because METAS accepts, acknowledges, invoices against or performs work following that document.
No head-contract obligation flows down to METAS unless the relevant provision is provided before pricing and expressly accepted in a document signed by METAS.
A party that identifies an ambiguity or inconsistency must promptly notify the other. The parties will cooperate to resolve it consistently with the agreed scope and commercial purpose
4.Scope and standard of performance
METAS will perform the Supply described in the Quote and is not responsible for work, outcomes or deliverables outside that scope.
METAS will perform services with due care and skill, using suitably qualified personnel, and in accordance with applicable laws and the standards or methods expressly identified in the Quote or Report.
Any Goods incorporated into the Supply will be new and of acceptable quality unless the Quote states otherwise or their nature requires use of Client-supplied or recovered material.
An estimate, preliminary view, indicative timeframe or proposed methodology is not a guaranteed outcome. Technical findings depend on the Sample, information, conditions and method available at the time.
METAS may use competent employees, contractors, consultants or subcontract laboratories. METAS remains responsible for managing the agreed Supply, subject to any disclosed third-party terms accepted by the Client.
A service, test or Report is represented as accredited only if the Quote or Report expressly identifies the accreditation body, applicable standard and scope. No other work is to be described as accredited.
METAS may make a technically necessary change to a method or sequence if it does not materially reduce the agreed service. METAS will obtain the Client’s approval before a material scope, cost or fitness-for-purpose change, except where immediate action is reasonably required for safety or to protect a Sample.
5.Quotes, pricing and GST
Unless stated otherwise, a Quote remains open for acceptance for 30 days and may be withdrawn before acceptance by written notice.
The Contract Sum is the lump sum, schedule of rates, time-and-materials amount or combination stated in the Quote. An estimate is not a fixed price unless described as one.
Prices exclude GST and government duties or charges unless expressly stated. The Client must pay GST at the same time and in the same manner as the taxable consideration, against a valid tax invoice.
Pricing relies on the quantities, access arrangements, drawings, Sample information, hazards, standards, acceptance criteria and other assumptions stated in the Quote or provided by the Client.
The Client must reimburse reasonable, properly incurred disbursements and third-party costs that the Quote identifies as additional or that the Client approves.
If the Supply is delayed beyond the quoted validity or duration for reasons outside METAS’s reasonable control, METAS may propose a reasonable price adjustment reflecting demonstrated additional cost. The Client may cancel the materially affected, unperformed portion without penalty if it does not accept that adjustment.
6.Invoicing and payment
METAS may invoice at the milestones stated in the Quote, monthly for work in progress, on delivery, or on completion if the Quote is silent.
The Client must pay each correctly rendered tax invoice within 20 Business Days after its date, unless the Quote states another period or legislation requires a shorter period.
If the Client genuinely disputes an invoice, it must notify METAS within 10 Business Days, identify the disputed amount and reasons, and pay the undisputed amount by the due date. The parties must promptly work to resolve the dispute.
Interest accrues on an undisputed overdue amount at the Reserve Bank of Australia cash-rate target plus 4% per annum, calculated daily, from the due date until payment.
The Client must reimburse reasonable external costs incurred by METAS to recover an undisputed overdue amount after notice, excluding costs that a court or law does not permit.
The Client may not set off or deduct an amount except where required by law or for a genuine, quantified dispute notified under clause 6.3.
After giving at least 5 Business Days’ written notice, METAS may suspend affected work or withhold initial release of a final Report while an undisputed invoice for that work remains overdue. METAS will not use this right in a way that would be unlawful or create an unreasonable safety risk.
Payment does not constitute technical acceptance of the Supply and does not remove any right that cannot lawfully be excluded.
7.Time, access and delay
METAS will use reasonable efforts to meet agreed dates. Unless the Quote expressly states a guaranteed date, dates are estimates and time is not of the essence.
The Client must provide timely access, instructions, approvals, Samples, specifications and decisions reasonably required for the Supply.
METAS is entitled to a reasonable extension and reasonable demonstrated delay costs where delay is caused by the Client, Site conditions not reasonably discoverable before pricing, authority directions, changes in law, industrial disruption, severe weather, supply-chain interruption, disease, emergency or another event outside METAS’s reasonable control.
METAS must take reasonable steps to mitigate delay and notify the Client when a material delay becomes apparent.
8.Variations, rescheduling and cancellation
A variation should be agreed in writing before it is performed and should identify any change to scope, price and time.
If the Client requests or knowingly accepts work outside scope, or if an urgent variation is reasonably required to protect safety, property or a Sample, METAS may perform it and must document the basis as soon as practicable.
A variation is valued using applicable rates in the Quote or, if none, reasonable market rates plus disclosed third-party costs. Any administrative or margin component must be reasonable and identified.
If the Client cancels or reschedules, it must pay for work properly performed, non-cancellable commitments reasonably made, and reasonable demobilisation, storage and disposal costs. METAS must credit costs reasonably avoided and must not impose a penalty.
METAS may require a revised Quote where a cancellation or rescheduling materially changes availability, method, risk or cost.
9.Client responsibilities
The Client must provide accurate, complete and timely information, including the intended use of the Supply, applicable specifications, acceptance criteria, hazards, service history and known limitations.
The Client is responsible for the representativeness, selection, identification, packaging, transport and chain of custody of a Sample unless METAS expressly agrees to perform those activities.
The Client warrants that it owns or is authorised to provide each Sample, document, drawing, image, data set and instruction, and that METAS may use or test it for the Contract.
The Client must obtain permits, consents, isolations and access rights allocated to it in the Quote or reasonably required at the Site.
The Client must promptly review deliverables and notify METAS of any apparent error, ambiguity or inconsistency before relying on it where reasonably practicable.
The Client remains responsible for operational, commercial, design and safety decisions except to the extent the Quote expressly assigns a specific decision or design duty to METAS.
10.Site work, personnel and work health and safety
Each party must comply with applicable work health and safety, environmental, dangerous-goods, electrical-safety and Site laws and must not place the other in breach.
Where the Client manages or controls the Site, it must provide a safe system of work, relevant Site information, inductions, access, amenities, security, emergency arrangements, traffic management and any other facilities stated in the Quote.
METAS may stop or refuse work if it reasonably considers conditions unsafe or unlawful. A safety suspension is not a breach, and the parties must cooperate to remove the risk.
METAS will ensure its personnel are appropriately skilled, supervised and, where required, licensed or certified for their assigned tasks.
The Client may reasonably require removal of METAS personnel from the Site for substantiated safety, misconduct or security reasons. The parties will minimise disruption and agree any resulting cost or time adjustment where the cause is not attributable to METAS.
Unless the Quote states otherwise, prices assume normal weekday working hours and exclude public holidays, living-away allowances, exceptional induction time and travel outside the stated area.
11.Samples, specimens and Client property
The Client retains title to a Sample and Client property. METAS has custody only for the purposes of the Contract and will exercise reasonable care having regard to the nature of the item and the agreed test.
Testing, sectioning, preparation, exposure, corrosion, loading or other agreed processes may alter, damage or destroy a Sample. That consequence is not a defect where it is inherent in or reasonably necessary for the agreed method.
Unless the Quote, Report, accreditation requirement or law requires longer retention, METAS may discard, recycle or return a Sample six weeks after issuing the final Report. The Client must request alternative arrangements in writing before that date and pay reasonable storage, handling and return costs.
METAS may refuse or safely dispose of an unstable, contaminated, hazardous, illegal, inadequately packaged or unidentified Sample, after giving notice where practicable. The Client is responsible for reasonable disposal and remediation costs except to the extent caused by METAS’s breach or negligence.
METAS is not responsible for latent defects, internal contamination or deterioration that reasonable handling could not prevent.
Any identification, dimensions, grade, history, sampling location or other information stated as Client-supplied is not independently verified unless the Quote expressly includes verification
12.Testing, inspection and technical results
Results relate only to the Sample or item tested or inspected, at the time and under the conditions stated. They do not establish the condition of a batch, structure, process or population unless the agreed sampling plan and Report expressly support that conclusion.
Where the Client supplied the Sample identification or job-specific information, the Report may reproduce it and should identify it as Client-supplied.
A stated nominal pipe size, nominal thickness or other nominal value is treated as information supplied by the Client unless the Report states that METAS measured or verified it.
Measurement uncertainty applies where relevant and as described in the method or Report. METAS will state or make available applicable uncertainty information on reasonable request, subject to accreditation, method and confidentiality requirements.
Acceptance criteria are those in the agreed specification. If no acceptance criteria are supplied or applicable, METAS may report results without declaring conformity and may recommend referral to a competent engineer or authority.
A conformity statement, opinion, interpretation, estimate or recommendation may involve professional judgement and applies only to the stated assumptions, data and purpose.
Where a test method permits a decision rule for measurement uncertainty or conformity, the applicable rule must be agreed or identified in the Report.
Unless sampling is within scope, METAS gives no warranty that a Client-selected Sample is representative.
13.Reports, revisions and permitted use
A Report is prepared for the Client, stated purpose, scope and conditions. A third party may rely on it only with METAS’s prior written consent, which may require a reliance letter, fee and stated limitations.
A Report must not be edited. It may be reproduced only in full, including attachments and revision notes, unless METAS gives prior written approval for an extract.
The Client must not use a Report, METAS name, logo, accreditation mark or personnel credentials in a misleading way or to imply certification, approval or accreditation beyond what the Report expressly states.
If METAS revises a Report, the revision note forms part of the Report. The revised Report supersedes the earlier version, and the Client must take reasonable steps to stop further reliance on the superseded version.
METAS may correct, revise, supersede or withdraw a Report where it identifies an error, receives materially corrected Client information, or must do so under a method, accreditation or law. METAS will document the change and notify the Client.
Subject to payment of undisputed amounts, METAS grants the Client a non-exclusive licence to use the final Report for its stated purpose. The underlying methods, templates, know-how and background intellectual property remain METAS property.
Payment status does not change the scientific meaning of a result already validly issued. Any correction, revision or withdrawal will be based on documented technical, administrative, legal or accreditation grounds and communicated to the Client
14.Goods, delivery, title and PPSA
The Client may inspect delivered Goods within a reasonable time and reject Goods that materially fail to comply with the Contract, subject to any non-excludable rights.
Risk in Goods passes to the Client on delivery to the agreed location. Title passes only when METAS receives payment in full for those Goods.
Until title passes, the Client must keep Goods identifiable, protected and insured, and must not grant an interest inconsistent with METAS’s title.
The Client acknowledges that the Contract may create a security interest under the Personal Property Securities Act 2009 (Cth) and must reasonably assist METAS to register and maintain that interest. METAS must discharge a registration when the secured obligations are satisfied and the registration is no longer required.
A third-party manufacturer’s warranty will be passed through to the Client to the extent transferable. It does not replace any right the Client has against METAS that cannot be excluded.
16.Confidentiality
Each party must keep confidential information received from the other secure and use it only for the Contract.
A party may disclose confidential information to personnel, subcontractors, insurers and professional advisers who need it and are subject to confidentiality obligations, or where required by law, court order or an accreditation body.
Confidentiality does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully received without restriction.
Where disclosure is legally required, the disclosing party should give prior notice where lawful and reasonably practicable
Part D
Warranties, Risk and General Provisions
These clauses allocate commercial risk and must be read subject to all rights and liabilities that cannot lawfully be excluded
24.Statutory rights and warranties
The Australian Consumer Law may give a Client consumer guarantees, including that services will be supplied with due care and skill and, in some cases, be fit for a disclosed purpose and supplied within a reasonable time. Those guarantees cannot be excluded where they apply.
Except for express terms of the Contract and non-excludable rights, METAS excludes implied terms, conditions and warranties to the maximum extent permitted by law.
METAS does not warrant that a Sample, asset, design or process will pass a test, satisfy acceptance criteria, be defect-free or achieve a commercial outcome. METAS warrants the agreed service, not the underlying item or outcome.
25.Liability and excluded loss
Nothing in the Contract excludes or limits liability that cannot lawfully be excluded or limited.
Where the Australian Consumer Law permits liability for a failure to comply with a consumer guarantee for services not ordinarily acquired for personal, domestic or household use to be limited, and it is fair and reasonable to do so, METAS’s liability is limited at its option to supplying the services again or paying the reasonable cost of having them supplied again.
Subject to clauses 25.1, 25.2 and 25.5, METAS’s aggregate liability arising from or relating to an affected Supply, whether in contract, tort including negligence, statute, equity, indemnity or otherwise, is limited to the amount paid or payable to METAS for that affected Supply.
Subject to clause 25.1, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, production, use, opportunity, contract, goodwill, anticipated savings or data, except to the extent the loss is a direct and reasonably foreseeable result of the breach and exclusion would be unlawful.
The cap and exclusions in clauses 25.3 and 25.4 do not apply to fraud, wilful misconduct, an obligation to pay the Contract Sum, death or personal injury caused by negligence, tangible property damage caused by negligence, or a breach of confidentiality, privacy or third-party intellectual property rights.
Each party must take reasonable steps to mitigate loss. Liability is reduced to the extent the other party’s act, omission, breach or negligence caused or contributed to the loss.
All related claims arising from the same or substantially the same event are treated as one aggregate claim for the purpose of the cap.
26.Indemnities
The Client indemnifies METAS against a third-party claim, loss or reasonable cost arising from:
the Client’s breach of the Contract or law;
an unsafe Site or hazard within the Client’s management or control;
Client materials that infringe rights or that the Client was not authorised to provide; or
alteration, selective reproduction, misuse or unauthorised third-party reliance on a Report,
but the indemnity is reduced to the extent the claim was caused or contributed to by METAS’s breach, negligence or wilful misconduct.
METAS indemnifies the Client against a third-party claim for personal injury or tangible property damage to the extent caused by METAS’s negligence or wilful misconduct in performing the Supply.
The indemnified party must give prompt notice, reasonable assistance and control of the defence to the indemnifying party, provided no settlement admits fault or imposes a non-monetary obligation on the indemnified party without its consent.
27.Insurance
Each party must maintain insurance required by law and insurance reasonably appropriate to its obligations and risks under the Contract.
On reasonable request, a party must provide evidence of relevant current insurance, subject to confidentiality and insurer restrictions.
Insurance does not expand, replace or reduce a party’s contractual or legal liability. Any specific insurance limit or principal-noted requirement applies only if stated and priced in the Quote or a signed addendum.
28.Suspension and termination
A party may terminate an affected Contract by written notice if the other party commits a material breach and does not remedy it within 10 Business Days after receiving a notice that identifies the breach and requires remedy.
A party may terminate immediately if the other becomes insolvent, enters external administration, ceases business, or if continued performance would be unlawful.
METAS may suspend under clause 6.7 for non-payment, under clause 10.3 for safety, or where the Client materially prevents performance. METAS must lift suspension promptly after the cause is remedied.
On termination, the Client must pay for conforming work performed, delivered Goods, approved variations, non-cancellable commitments and reasonable demobilisation or return costs, less costs reasonably avoided.
Termination does not affect accrued rights. Clauses concerning payment, confidentiality, intellectual property, Reports, privacy, liability, dispute resolution and any provision intended by nature to survive
29.Force majeure
A party is not liable for delay or failure caused by an event beyond its reasonable control, except for an obligation to pay money already due.
The affected party must promptly notify the other, take reasonable steps to mitigate and resume performance when reasonably possible.
If the event prevents a material part of the Supply for more than 30 days, either party may terminate the unperformed affected part on written notice without penalty, subject to payment for work and commitments under clause 28.4.
30.Dispute resolution
A party claiming a dispute must give written notice describing the issue, relevant facts and requested outcome.
Within 5 Business Days, authorised senior representatives must confer in good faith. If unresolved after 10 Business Days, either party may propose mediation with a mediator agreed by the parties or appointed, on request, by the Resolution Institute.
Unless unsafe, unlawful or impossible, the parties must continue undisputed obligations while a dispute is being resolved.
This clause does not prevent urgent interlocutory relief, enforcement of a settlement, or recovery of an undisputed debt.
31.General
Neither party is exclusive, and neither is the other’s employee, partner, agent, fiduciary or joint venturer.
Neither party may assign or novate the Contract without the other’s prior written consent, not to be unreasonably withheld or delayed, except to a related body corporate or as part of a bona fide business sale if the assignee has capacity to perform.
A variation or waiver is effective only if in writing and signed or clearly agreed by authorised representatives. A failure or delay to exercise a right is not a waiver.
A notice must be in writing and sent to the email or address in the Quote, or to an updated address notified in writing. Email is received when it enters the recipient’s system without a delivery-failure message, but after 5:00 pm it is treated as received on the next Business Day.
If a provision is invalid or unenforceable, it is read down to the minimum extent necessary or severed, and the remaining provisions continue.
The Contract is the entire agreement about the Supply and supersedes earlier discussions, without excluding liability for fraud, misleading or deceptive conduct, or another liability that cannot be excluded.
The Contract may be executed electronically and in counterparts. An electronic signature or acceptance has the same effect as a handwritten signature to the extent permitted by law.
32.Governing law and jurisdiction
The Contract is governed by the laws of New South Wales, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.
Mandatory security-of-payment, work health and safety, consumer, privacy and other laws continue to apply according to their terms.
15.Intellectual property
Each party retains intellectual property it owned or developed independently of the Contract.
The Client grants METAS a non-exclusive, royalty-free licence to use Client materials to perform, document and quality-assure the Supply.
Unless the Quote states that project intellectual property will be assigned, METAS owns methods, calculations, templates, software, know-how and reusable material it develops. After payment, the Client may use project-specific deliverables for the stated purpose.
Neither party may use the other’s name, logo or trade marks in publicity without prior written consent, except for accurate internal records or as required by law.
On this page
- Application and acceptance
- Definitions and interpretation
- Contract documents and priority
- Scope and standard of performance
- Quotes, pricing and GST
- Invoicing and payment
- Time, access and delay
- Variations, rescheduling and cancellation
- Client responsibilities
- Site work, personnel and work health and safety
- Samples, specimens and Client property
- Testing, inspection and technical results
- Reports, revisions and permitted use
- Goods, delivery, title and PPSA
- Intellectual property
- Confidentiality
- Warranties, Risk and General Provisions
- Statutory rights and warranties
- Liability and excluded loss
- Indemnities
- Insurance
- Suspension and termination
- Force majeure
- Dispute resolution
- General
- Governing law and jurisdiction
Legal Entity
METAS Engineering Consultants Pty Ltd
ABN / ACN
18 677 546 708 / 677 546 708
