SCHEDULE 1

TERMS AND CONDITIONS OF CONTRACT

Section 1 DEFINITIONS AND INTERPRETATION
1.1 The following words in the Contract shall mean the following:

“Anticipated Commencement Date” means, the date upon which the Principal must have provided the information and done all the things required by preparation of Design Drawings which may be extended in accordance with the Contract.

“Anticipated Delivery Date” means the date communicated in writing, which Techspan anticipates it will deliver the Project Specific Components to the Site, which may be extended in
accordance with the Contract.

“Anticipated Manufacture Commencement Date” means the date communicated in writing, which Techspan anticipates it will commence off-site manufacture of Project Specific Components, which may be extended in accordance with the Contract.

“Appropriate Materials” means, unless otherwise expressly provided in the Contract, new materials being fit for the purpose for which they are intended under the Contract.

“Anticipated Practical Completion Date” means the date communicated in writing which Techspan anticipates it will practically complete the Works, which may be extended in accordance with the Contract.

“Anticipated Site Installation Commencement Date” means
the date communicated in writing, which Techspan anticipates
it will commence installation at the Site of the Project Specific
Components, which may be extended in accordance with the
Contract.
“Business Day” has the meaning contained within the SOP
Act;
“Contract Documents” means the Formal Instrument of
Contract, the signed Project Proposal document, Terms and
Conditions of Contract contained in this document, and the
specification, drawings and documents referred to in therein.
“Contract Sum” means the amount referred to in the signed
Project Proposal, which may be adjusted in accordance with
the Contract.
“Commencement” means the Day after the execution of the
Contract.
“Day” means calendar day.
“Defects Liability Period” means the period commencing the
day after the Practical Completion Date and ending on the date
which is 12 Months after the Practical Completion Date.
“Delivery Date” means the date Techspan commences to
deliver the first portion of the Project Specific Components to
the Site.
“Design Drawings” means the plans, shop drawings and
specifications prepared by Techspan in connection with the
Contract.
“Direction” means any written approval, authorisation,
certificate, decision, demand, determination, explanation,
instruction, notice, order, permission, rejection, request or
requirement that the Principal, its agents, the Superintendent,
Superintendent or Architect gives to Techspan.
“Latent Condition” means physical conditions on, underlying
or above the Site, or the areas surrounding the Site, including
artificial things but excluding weather conditions, which differ
substantially from the physical conditions which ought
reasonably to have been anticipated by Techspan as at the
date of the Contract
“Personal Property” means all property the subject of a
security interest granted under this contract, and any proceeds,
actual or contingent, arising there from.
“PPS Law” means the Personal Property Securities Act 2009
(Cth).
“Preliminary Design” means the plans, specification,
schedules and data provided to Techspan by the Principal for
the purposes of preparing Design Drawings, or Shop Drawings
as the case may be.
“Principal” means the natural person who has signed the
Project Proposal document. This person may also be referred
to as the Client in the Project Proposal document
“Principal Representative” means the natural person who
has signed the Project Proposal document, or another person
formally authorized by this person.
“Progress Claim” means, a Payment Claim, Progress Claim,
Invoice or otherwise, a request for payment pursuant to the
SOP Act.
“Superintendent” means the natural person nominated as
such by the Principal Representative.
“Manufacture Commencement Date” means the date
Techspan commences to manufacture the Project Specific
Components.
“Month” means calendar month.
“Practical Completion” means that stage in the execution of
the Works when the Works are complete except for minor
defects and omissions which do not prevent the Works from
being reasonably capable of being used for their intended
purpose.
“Practical Completion Date” means the date deemed
pursuant to Section 6 as the date on which the Works were
brought to Practical Completion, or if a party refers a dispute in
relation to Practical Completion for dispute resolution in
accordance with Section19, then the date agreed by the parties
or otherwise determined in accordance with Section 19.
“Preliminary Design” means any concept, design, drawing,
document, data or information provided to Techspan by the
Principal, to be used by Techspan in the completion of the
Works.
“Principal Contractor” means a suitably qualified and (if
necessary) licensed contractor engaged by the Principal for the
purposes of adequately and personally supervising the building
work carried out by all of the Principal’s contractors on the Site,
and which holds Site Possession.
“Principal Supplied Works” means any component of work or
building work collectively, including the supply of any materials,
equipment, item or component which becomes incorporated
into or interfaces with the Works.
“Prime Cost Item” means an amount included in the Contract
Sum to cover the purchase by Techspan of a particular item, if
any, nominated in the Project Proposal, but excluding any
associated labour.
“Progress Claim” means a claim for a request for payment is
submitted by Techspan to the Principal in accordance with the
Contract.
“Project Specific Components” means the components
comprising the items to be supplied by Techspan, which upon
installation will be incorporated into the works, including any
bespoke manufactured items.
“Provisional Sum” means an amount included in the Contract
Sum to cover the costs of particular building work, if any,
specified in as such in the Project Proposal for which Techspan
is not reasonably able to provide the Principal with a firm price
as at the date of the Contract.