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Sub-Contract Terms and Conditions
(offered as an example of wording and are not to be used in any way at all)
CONDITIONS – SUB CONTRACT PROCUREMENT
references to Sub Contractor shall also mean and apply to his chosen Sub
references to Client may mean and be applicable to all parties contractually
prior to this agreement between these two parties.
contract have its terms in conflict with other documents issued by The
Constector then the later will apply.
condition president to final payment that all Health Safety and
Environmental duties under Law and or contract including O&M Manuals and
Warranties are duly received by The Contractor from the Sub Contractor.
Sub Contractor will design (if required)
execute and complete with the best materials and workmanship the
Sub Contract Works described in this
Sub Contract and in accordance with the
scope of works and specification(s) drawings and the instructions of
The Contractor and to his satisfaction. The
Sub Contractor warrants that any design
shall be fit for the purposes for which it is intended or required as such
purposes are described in or may reasonably be inferred from the contract
Sub Contractor shall:-
Perform and maintain the Sub Contract
Works in good order and condition until completed and handed over to
The Contractor and make good any defects
free of charge therein appearing during the Defects Liability Period which
unless otherwise stated in this order shall be twelve months from the date
of completion of the Sub Contract Works.
Maintain insurance with reputable insurers and indemnify the
Client against any cost, expense,
liability, loss, claim or proceedings whatsoever arising under any statute
or at common law in respect of:
personal injury to or the death of any person whomsoever arising out of or
caused by the carrying out of the Sub Contract
Works, unless and to the extent that the same is due to any act or neglect
of the Client or
The Contractor or any person for whom the
Client or The Contractor is
responsible (which for the avoidance of doubt shall not include any other
Sub Contractor engaged on the Project or
any of their Sub Contractors, suppliers
injury or damage to property, real or personal, (other than the
Sub Contract Works) including, but
without limitation the property of the Client
or The Contractor arising out of or caused
by the carrying out of the Sub Contract
Works and provided always and to the extent that the same is due to any
negligence omission or default of the Sub
Contractor, his employees, agents, Sub
Contractors or suppliers.
Without prejudice to the foregoing the Sub
Contractor shall effect and maintain Public Liability with a minimum
level of indemnity of £[ ] on any one occurrence for the
period of [ ] and Employer's Liability Insurance
with a minimum limit of indemnity of £[ ] any one
occurrence/unlimited in the aggregate including costs for the minimum period
of [ ] and Professional Indemnity Insurance with a
minimum limit of indemnity of £[ ] on each and every claim
basis for the period of 12 years from Practical Completion of the Project.
Operate in accordance with the P.A.Y.E. Regulations in respect of all work
people employed by him.
Fully observe the requirements of the working rule agreement applicable to
the Sub Contractor's industry NHI & HWP
schemes together with all statutory requirements relative to employment of
entitled at his own risk to the non-exclusive use of the services and
facilities provided by the Client for
common use where defined overleaf, but subject thereto shall provide
everything necessary for the execution of the
Sub Contract Works. The Sub Contractor
shall not adjust or interfere with any common user services and facilities
without the consent of The Contractor. The
Sub Contractor acknowledges that any
lack of availability of the services and facilities to be provided by the
Client for common use shall not give rise
to any claim for an extension of time or to compensation.
completion of the Sub Contract Works,
remove all plant and tools of the Sub
Contractor and clear away all rubbish occasioned by his operations
and leave the job clean and tidy to the satisfaction of
good and indemnify the Client against any
injury, loss or damage occasioned by the Sub
Contractor or his workmen or sub-contractors of any tier.
Indemnify the Client against any claim in
respect of materials plant or tools of the Sub
Contractor or his workmen which may be lost or damaged by fire or any
other cause or where the Client has put in
place Total Project Insurance be responsible for any claim excess required
by that policy.
Observe and perform all obligations placed upon him by statute or at common
law and all relevant safety regulations including in particular the Health
and Safety at Works Acts CDM Regulations and COSHH Regulations. The
Sub Contractor will be required to
supply a COSHH assessment and safety policy.
Provide a programme and method statement in format and content to be agreed
with The Contractor. The timing and
production of the programme and method statements to be as required by
Comply with any EC Directive any Act of Parliament (including without
limitation the Town & Country Planning Act 1990 as amended by the Planning &
Compensation Act 1991 the Health & Safety at Work Act 1974 any Codes of
Practice guidelines recommendations or safety procedures published by the
Health & Safety Executive or approved by the Health & Safety Commission and
the Occupiers Liability Act and any instrument rule or order made under any
of the same) and in particular the Sub
Contractor shall perform the duties and undertake the
responsibilities allocated to a contractor and where required a designer
pursuant to the CDM Regulations 1994 regulated by the Health & Safety
Commission or any regulation by law or decision of any local authority or of
any statutory undertaking public body or company which has any jurisdiction
with regard to the Sub Contract Works or
with any systems to which the Sub Contract
Works will be connected.
Comply with the current Joint Council Code of Practice on the Protection
from Fire on Construction Sites and Buildings Undergoing Renovation
published by BEC Loss Prevention Council and the National Contractor’s
Warrant that any hardware or software supplied or incorporated in the
Sub Contract Works shall comply in all
respects with the definition of Year 2000. Conformity as provided by BSI
DISC PD 2000-1 : 1998 A Definition of Year 2000 Conformity Requirements.
not use in the Sub Contract Works any
materials or substances which are generally known within the building
industry or which become known during the course of the Project to be
deleterious or hazardous to health and safety.
Sub Contractor shall be entitled to
payment in the following manner:-
monthly instalments of the value of the work executed less retention at
[ %]. The due date for payment shall be 10 days after receipt of
the Sub Contractor's payment application
and the final date for application shall be 21 days after receipt by the
Client of a valid VAT invoice. No later
than 5 days after the payment becomes due to the
Sub Contractor or would have become due
if the Sub Contractor had carried out
his obligations under this Sub Contract
The Contractor shall give the
Sub Contractor notice specifying the
amount (if any) of the payment made or proposed to be made and the basis on
which that amount was calculated. Such notice shall include any deduction
or set off the Client proposes to make
from any sum due under this Agreement. The notice shall specify the amount
proposed to be withheld and the grounds for withholding payment or, if there
is more than one ground, each ground and the amount attributable to it.
the Client fails to pay any amount in full
by the final date for payment and no effective notice to withhold payment
has been given under clause 3.5 the Sub
Contractor may suspend performance of his obligations under this
Sub Contract upon giving the
Client 7 days notice in writing of his
intention to suspend performance stating the grounds on which it is intended
to suspend performance. The Sub Contractor's
right to suspend ceases immediately when the
Client pays in full the relevant amount due.
issue of a Certificate of Practical Completion of the
Sub Contract Works half of the amount
retained will be released. Provided always that the
Sub Contractor has provided to the
Client a set of drawings and information
showing or describing the Sub Contract
Works as built.
expiry of the Defects Liability Period and in receipt of the Making Good
Defects Certificate the Final Account value of the work less previous
payments shall be calculated and a Final Account Certificate issued which
shall be conclusive evidence of the amount due to or from the
Sub Contractor. The
Sub Contractor shall make good at his
own expense all defects notified by The Contractor
during the defects liability period.
Client is a Contractor for the purpose of
Chapter IV of the Income and Corporation Taxes Act 1988 and has complied
with the Income Tax (Sub-Contractors in the Construction Industry)
Regulations 1993 as subsequently amended by the Income Tax (Sub-Contractors
in the Construction Industry) (Amendment) Regulations 1998. The
Client shall not make any payments which
may be due to the Sub Contractor until
such time as the Sub Contractor has
presented for inspection a valid Registration Card (CIS 4) or a valid
Sub-Contractor’s Tax Certificate (CIS 6) or a valid Construction Tax
Certificate (CIS 5). Non payment of sums which would otherwise be due save
for the operation of this clause shall not relieve the
Sub Contractor of any of its obligations
under this Minor Works Sub Contract.
Sub Contract Sum shall be deemed to
include all costs and expenses and in particular but without prejudice to
the generality of the foregoing the Sub
required to ensure that adequate labour is on site at all times to properly
complete the Sub Contract Works within
the programme period and in accordance with any amendments thereto.
Provide at all times competent supervision which shall be responsible to
The Contractor for progress and quality of
the Sub Contract Works. Attendance at any
meetings called by The Contractor shall form
a part of this supervision.
Include all plant, tools, materials, power and fuel necessary for the
completion of the Sub Contract Works.
all site dimensions, agree all dimensions with The
Contractor and check site dimension in relation to the drawings and
will accept full responsibility for the accurate setting out of the
Sub Contract Works.
claim for payment of overtime unless specifically ordered by
The Contractor in writing.
Conform with the provisions of the most current Pollution Act in the context
of the control of the emission of noise.
Allow for all necessary measures to reduce levels of dust, noise etc.
totally responsible for unloading, hoisting, stacking and protecting all
materials, plant, storage etc. in connection with his
Sub Contract works. Handling and moving
materials to final place of fixing is the responsibility of the
Provide for all necessary protection and maintenance for the
Sub Contract Works from damage and
inclement weather until Practical Completion of the whole Project.
away all rubbish and debris as it accrues to a point designated by
The Contractor at all times and provide for
cleaning the whole of his Sub Contract
Works on completion and leave the same to the entire satisfaction of
CONDITIONS – SUB CONTRACT PROCUREMENT (CONTINUED and offered as an example
of wording and are not to be used in any way at all)
responsible for loss of or damage to materials or goods properly on site for
incorporation into the Sub Contract Works
until practical completion of the Sub Contract
Works or where the Client has put in place
Total Project Insurance be responsible for any claim excess required by that
Sub Contractor shall comply with all
reasonable orders of The Contractor to vary
the Sub Contract Works.
Variations will be priced using the scheduled rates where applicable, or
pro-rata thereto. New items of work to be at prices agreed prior to the
time of execution.
term "Variation" means the alteration or modification of the design, quality
or quantity of the Sub Contract Works
shown upon or referred to in the drawings, scope of work or specification(s).
No variation will be deemed to have been instructed unless and until
confirmed in writing by The Contractor. No
approval expressed or implied by The Contractor
shall relieve the Sub Contractor of his
responsibility under this Sub Contract.
Daywork rates for labour shall be fully inclusive of all costs associated
with the employment of labour in accordance with the definition of prime
cost of daywork published by the Royal Institution of Chartered Surveyors.
Where the Sub Contractor considers that
work to be executed may be of Daywork nature he shall advise
The Contractor accordingly prior to
commencing work and if The Contractor agrees
in writing the rates provided herein shall apply.
Where The Contractor has agreed Daywork
applies the Sub Contractor shall submit
Record Sheets on a daily basis which shall only be valued when countersigned
by The Contractor whose decision in these
respects shall be final and binding.
the event that directly employed operatives must be employed and the
Sub Contractor cannot comply with this
requirement, the Sub Contractor shall
not have any claim against The Contractor or
the Client for loss and expense or other
Without prejudice the Contract may be terminated at any stage by the
Client giving five working days notice in
writing to the Sub Contractor.
Sub Contractor shall not without the
written consent of the Client assign the
Sub Contract Works to others.
Client shall be fully entitled to assign
and/or charge or otherwise transfer all of its rights under this Deed at any
time without the consent of the Sub Contractor
Sub Contractor shall within 14 days of
receiving written request of the Client
enter into a deed of novation in a form specified by the
Client with the effect of novating this
Sub Contract to any affiliate of the
Client or any other
Sub Contractor specified by the
Sub Contractor shall not without the
written consent of The Contractor sub-let
any portion of the Sub Contract Works.
No sub-letting by the Sub Contractor and
no consent of The Contractor shall in any
way relieve the Sub Contractor from his
responsibility for the execution and completion of the
Sub Contract Works in accordance with the
provisions of this Deed.
Sub Contractor shall on receiving a
written request from the Client enter into
a Collateral Warranty Deed with any other third party in the form as
specified by the Client within 7 days of
the said request.
Sub Contractor as beneficial owner of
his designs, plans, models, drawings, specifications, programmes, schedules,
and any other materials created or supplied by him (“Proprietary Materials”)
assigns to the Client with effect from the
date of commencement of the Sub Contract
Works the entire copyright and other proprietary rights in the Proprietary
Notwithstanding the assignment effected by sub clause 10.0 the
Sub Contractor shall be entitled under a
royalty-free non exclusive licence to use the Proprietary Material to such
an extent and for as long as may be necessary for the proper performance of
the Sub Contract Works such licence shall
not carry the right to grant sub-licences nor shall it be otherwise
transferable to third parties.
Sub Contractor undertakes that it shall
not disclose to any third party or make use of any information of any kind
whatsoever relating to the Sub Contract
Works, the project as a whole or the Client.
materials and/or equipment installed in, used by or delivered to this
contract by the Sub Contractor could
constitute any risk to health and safety (as described in the current Health
and Safety at Work Etc. Act and the CDM Regulations 1994) then they must be
clearly marked with warning notices which detail the risks inherent in the
material and/or equipment, the precautions necessary to eliminate the risk
and the actions to be taken in case of accident.
13.0 Contracts (Rights of Third
Parties) Act 1999. The parties hereby confirm that nothing in this
Agreement shall confer or purport to confer on any third party any benefit
or any right to enforce any provision of the Agreement.
notice required to be given by the parties or The
Contractor shall be in writing and service shall be effected at any
office from which the recipient is carrying on business in relation to the
Project either: -
personally when service shall be deemed effective on delivery;
telex, e-mail or facsimile when service shall be deemed effective at the
time of transmission;
by first class post when service shall be deemed effective on the second day
disputes and differences regarding any matter arising out of the
Sub Contract shall, after written notice
by either party to the other, be referred to an adjudicator. The TeCSA
Adjudication Rules (as amended from time to time) shall apply to such
adjudication save that paragraph 19 (1) of the Adjudication Rules shall be
amended by the addition of “Provided that such written statements shall not
exceed 25 single sided sheets of A4 pages in total”. The decision of the
adjudicator shall be final, unless either party gives notice that it intends
to refer the matter to the Courts of England and Wales.
construction validity and performance of this
Sub Contract shall be subject to English law. Subject to clause 13
the parties submit to the non-exclusive jurisdiction of the English courts.
17.0 These terms are
offered as an example of wording and are not to be used in any way at all.
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