Subcontractor Terms and Conditions
In these conditions the following words and phrases shall have the following meanings unless the context requires otherwise. Words importing the singular include where the context so admits the plural and vice versa. Words denoting the masculine include the feminine and neuter and words denoting natural persons include corporations and firms and all such words shall be construed interchangeably in that manner. The clause headings in these Conditions are for the convenience of the parties only and do not affect their interpretation.
1.1 “The Company” means Concept Solutions People Ltd.
1.2 “The Contract” the contract between the Company and the Employer (in whatever form) for the provision of the Works, sale or supply of goods and or/services, including any amendments thereto agreed subsequently in writing by the Company to which these conditions relate (whether appended, incorporated or attached).
1.3 “The Subcontract ” includes in addition to the Contract and the Subcontract Order, the standard terms and conditions of subcontract set out in this document and (unless the context otherwise requires) any special terms agreed in writing between the Company and the Employer.
1.4 “The Works” are those detailed within the Contract between the Company and the Employer detailed within the Contract and the element, in part or whole thereof, expressed and further detailed on the Subcontract Order, which by virtue of this Subcontract are required to be undertaken by the Subcontractor.
1.5 “The Employer” is the Employer stated on the Subcontract Order and is the person, company, firm or entity being party to the Contract and to whom the works or services are provided.
1.6 “The Subcontract Order” is that document entitled the same and containing the project details and the subcontract order number.
1.7 “The Subcontractor” is the Subcontractor stated on the Subcontract Order.
2.0 THIRD PARTY RIGHTS
2.1 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and are hereby expressly excluded
3.0 FORCE MAJEURE
3.1 The Company shall not be liable for any delay in or failure to perform any of its obligations hereunder if the delay or failure is due to causes outside the reasonable control of the Company, i.e. acts of god, riots, floods, fire, earthquake, war, civil commotion and the like.
4.1 The rights of the Company under this agreement shall not be prejudiced, restricted or limited in any way by the failure of the Company to insist on any of the terms contained herein and no waiver by the Company of any of its rights in relation to any breach of contract or otherwise shall affect its rights in respect of any subsequent breach.
5.1 It is a condition precedent to payment that the Subcontractor shall provide the Company with an application for payment no later than 7 working days prior to the date specified on the Subcontract order and any payment shall become due 30 days following the specified date.
5.2 The amount of any payment assessed by the Company shall be the value of work completed in accordance with the Subcontract plus any other sum specified by the Subcontract less the value of work and materials already paid for under the Subcontract. Where the Subcontract is a lump sum contract any interim payments will be assessed on a percentage completed basis and the contract value will remain subject to amendment in accordance with clauses 5.8, 5.9 & 5.10. All other subcontracts will be remeasured upon completion.
5.3 All Subcontractor payments shall be administered in accordance with the Scheme for Construction Contracts as amended.
5.5 The final date for payment shall be 7 days after the payment due date.
5.6 Where the Works under any Subcontract are for a period of less than forty-five days duration the Subcontract price (as determined under the Subcontract) is due either thirty (30) days from completion and acceptance of the works or on receipt of an application for payment (whichever is the later)
5.7 If, the Employer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of an amalgamation or reconstruction); or an encumbrance takes possession of or a receiver is appointed in respect of any of the property or assets of the Employer; or the Employer ceases or threatens to cease to carry on business; or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Employer; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Employer and notifies the Employer accordingly, the Company shall be entitled to cancel the Subcontract or suspend any further works under the Subcontract without any liability to the Subcontractor and no further payment will become due to the Subcontractor under the Subcontract or common law, save where the Company has received payment for the Subcontract works.
5.8 Variations. The Sub-Contractor shall make such variations to the Sub-Contract Works whether by way of addition, modification or omission as may be ordered under the Main Contract and confirmed in writing to the Subcontractor by the Company or ordered in writing by the Company.
5.9 If the Subcontractor receives a written order otherwise than under clause 5.8 above or any verbal order he shall refer the same to the Company who shall give him directions thereon with all reasonable speed and the Subcontractor shall only act upon such order as is given in writing by the Company.
5.10 Valuations of variations. All authorised variations to the Subcontract Works shall be valued in the manner provided by clause 5.11 and the value thereof shall be added to or deducted from the Subcontract Sum specified on the Subcontract Order.
5.11 The value of all authorised variations shall be ascertained by measurement and by reference to the rates and prices specified in the Subcontract for the like or analogous work, or pre-agreed rates, but if there are no such rates and prices or if they are not applicable then such value shall be such as is fair and reasonable in all the circumstances.
5.12 In the event that the Company fails to make payment as required by this Subcontract, simple interest at the rate of 2% on such outstanding sums shall be payable and the Subcontractor agrees that this rate is a substantial remedy.
6.0 DISPUTE RESOLUTION
6.1 The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, the Subcontract, the Works or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Subcontractor’s managing director who will meet in good faith in order to try and resolve the dispute.
6.2 If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within ten (10) days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (“the adviser”) before resorting to litigation with costs shared equally.
6.3 Notwithstanding the above the parties may at any time refer such dispute or difference to adjudication in accordance with the provisions of the Scheme for Construction Contracts which shall govern the conduct of the referral. An adjudicator may be agreed between the parties, failing which, a nomination shall be sought from the President of the Royal Institute of Chartered Surveyors.
7.0 NOTICES AND GENERAL MATTERS
7.1 If any terms or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions shall continue in full force and effect as if the Subcontract had been agreed with the invalid, illegal or unenforceable provisions eliminated.
7.2 The Subcontract (together with the terms (if any) set out in the Contract, any services sheet or specification and/or charges sheets) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied expect in writing between the parties. Any terms and conditions included with or in any quotation received from the Subcontractor are expressly excluded. In the event of conflict between the Subcontract and the Contract, the terms of the Subcontract shall prevail.
7.3 The Subcontract shall be subject to and construed in accordance with the law of England and Wales and the agreement to which this document relates shall in respects be constructed and operate as an English contract in conformity with English Law. No variation to these terms howsoever arising shall be operable unless such variation is agreed to in writing by the Company.
7.4 The Subcontract shall at all times carry out the Works in strict compliance with all statutory requirements relating to, but not limited to, health and safety, inland revenue taxation, employment etc. and shall indemnify the Company from any and all claims arising therefrom.
7.5 All notices under the Subcontract shall be served by recorded delivery upon Concept Solutions People at its operating office at The Pinnacle, 67 Albion Street, Leeds, LS1 5AA.
7.6 The Subcontractor shall be deemed to have notice of and shall observe, perform, comply with and be bound by all the provisions of the Contract so far as they relate to and are applicable to the Subcontract Works or any part thereof and are not repugnant to or inconsistent with the express provision of the Subcontract as if all the same had been severally repeated herein.
7.7 The Subcontractor shall indemnify the Company against and from any breach, non-observance, non-compliance or non-performance by the Subcontractor or his servants or agents or sub-sub-contractors of any of the provisions of the Contract and any act or omission of the Subcontractor or his servants or agents or sub-sub-contractors which results in the Company having any liability to the Employer under the provisions of the Contract to any other person whatsoever, including but not limited to the Company’s liability under other contracts entered into by him in connection with the Contract Works.
7.8 Assignment or sub-letting. The Subcontractor shall not sub-let or assign the Subcontract Works or any part thereof without the consent in writing of the Company. No sub-letting and no consent to sub-letting shall exclude or limit the obligations and liabilities of the Subcontractor under this Subcontract and the Subcontractor shall be and shall remain fully responsible in all respect for the carrying out of any part of the Subcontract Works carried out by any subcontractor of the Subcontractor as if it had been performed by the Subcontractor under this Subcontract.
7.9 Environmental. The Subcontractor shall observe and comply in all respects with the provisions of the Environmental Protection Act 1990 the Environment Act 199, the Water Resources Act 1991, the Water Industries Act 1991, the Control of Pollution Act 1974, and any legislation repealing replacing or re-enacting such Act and any regulations made thereunder.
7.10 Hazardous Waste. The Subcontractor shall observe and comply with the requirements of The Hazardous Waste (England and Wales) Regulations 2005 and shall indemnify and save harmless the Company against any expense, liability loss claims or proceedings howsoever arising out of such laws and regulations or attributable to any breach thereof.
7.11 Employment. The Subcontractor warrants to the Company that all its employees have the right to work within the United Kingdom and that all payments to such employees are in accordance with the National Minimum Wage Act 1998 and The National Minimum Wage Regulations 1999 (Amendment) Regulations 2002. The Subcontractor shall indemnify and save harmless the Company against any expense, liability, loss claims or proceedings howsoever arising out of such laws and regulations or attributable to any breach thereof.