TERMS AND CONDITIONS
Subcontractor’s 1. The Subcontractor undertakes to provide, upon the preceding and following conditions, everything which is necessary for the completion of the Works in accordance with the drawings specifications
Undertaking and/or instructions supplied to him from time to time, and to deliver up the Works to Sound Ceilings Limited, complete in every particular, to the satisfaction of Sound Ceilings Limited and of the Main Contractor.
Progress and 2. The Works are to be commenced within 7 days after the Subcontractor is instructed to proceed and are to be completed within the Subcontract period subject only to such fair and reasonable extension
Completion of time as Sound Ceilings Limited shall allow where the Works are delayed by causes which result in an extension of time under the Principal Contract. The Works are to be carried out diligently and in such order, manner and time as Sound Ceilings Limited may reasonably direct so as to ensure completion of the Works or any portion thereof under the Principal Contract by the completion date or dates or such extended date or dates as may be allowed under the Principal Contract. If the Subcontractor is in breach of the foregoing he shall without prejudice to and pending the final determination or agreement between the parties as to the amount of the loss or damage (if any) suffered or to be suffered by Sound Ceilings Limited in consequence thereof forthwith pay or allow to Sound Ceilings Limited such sum as Sound Ceilings Limited shall bona fide estimate as the amount of such loss or damage until such final determination or agreement.
Maintenance and 3. The Subcontractor undertakes (a) to maintain at his own expense, the Works, both during the progress of the Works, and until the Main Contractor has passed these finally and (b) to make good at his
Defects Liability own expense, to the Main Contractor’s satisfaction, any defects or other faults arising therein before the expiry of the defects liability period of the Principal Contract at a time to be decided by Sound Ceilings Limited, provided that the limitation of the defects liability period shall not apply to any defect in the Works which reasonable inspection or examination at any reasonable time during the carrying out of the Works would not have disclosed.
Use of 4. The Subcontractor shall, at his own risk, have reasonable and free use, for himself and for his employees of Sound Ceilings Limited’s scaffolding and ladders which may be available upon the Site Scaffolding already in position and undertakes to make good at his own expense any damage, loss or injury suffered by Sound Ceilings Limited or others as a result of such use, the Subcontractor to satisfy himself that the scaffolding and ladders comply with Construction (Working Place) Regulations 1966 and any amendments thereto.
Temporary 5. The Subcontractor shall, at his own risk, have reasonable and free use, in common with others engaged upon the Site, of any available water supply, temporary plumbing, temporary lighting but Services, he is to provide to approval, and at his own expense, any requisite temporary site office, or workshop accommodation, together with the necessary equipment, lighting, power, fuel etc. Electric power supply Workshops for small tools and equipment used on the Site shall not exceed 110v AC single phase. Any such electrical equipment used to carry out the Work must be in good mechanical condition and suitable for the
and Offices electric power supply.
Welfare 6. The Subcontractor shall, at his own risk, have reasonable and free use of the temporary welfare accommodation and/or services (including First Aid facilities and treatment) which Sound Ceilings Facilities Limited, the Main Contractor or the Employer may provide on the Site in connection with the Works provided that such use shall be at the sole risk of the subcontractor who shall indemnify Sound Ceilings Limited, the Main Contractor and the Employer and/or their employees against any claim for loss, damage or personal injury arising therefrom.
Cutting Away 7. In no circumstances whatsoever shall any cutting away be done without the prior written authority of Sound Ceilings Limited. The Subcontractor shall be responsible for any damage occasioned as a result of any cutting away carried out without prior written authority having been obtained.
Sub-surfaces 8. The Subcontractor shall, where applicable, satisfy himself before commencing work, as to the suitability of the sub-floor or other surfaces on which the Subcontractor is to fix or lay his work.
Chases, Holes, 9. The Subcontractor is to advise Sound Ceilings Limited immediately of his full requirements with regard to chases, holes , recesses and other details, so that these may be incorporated in the structure of Recesses etc the work proceeds.
If, through the Subcontractors, neglect in this respect alterations have to be affected the Subcontractor is to carry out the alterations at his own expense or pay such charges as are incurred in doing this work.
Responsibilities 10. The Works, materials, tools, plant, scaffolding, machinery and buildings of the Subcontractor, the subject of or used in connection with this subcontract whether at his workshop or on the site, shall be at
and Indemnities the Subcontractor’s risk for every description of loss or damage (other than that expected under Clause 11 hereof) and the Subcontractor shall be responsible for and shall with all possible speed make good at in respect of his own expense (except as provided in Clause 11 hereof) any loss or damage that may occur and he shall indemnify and adequately insure Sound Ceilings Limited., the Main Contractor and the Employer Injury, Damage against all claims and/or costs in respect of:-
or Loss
(i) Any injury, loss or damage to persons or to the new and/or old and adjoining premises, or their occupants, or to Sound Ceilings Limited’s or other Subcontractor’s plant or materials caused by the Subcontractor’s works or by the execution thereof by his workmen.
(ii) Any breach, non-observance, non-performance by the Subcontractor, his servants, or agents of the provisions of the Principal Contract or any of them.
(iii) Any act, omission, default, or neglect of the Subcontractor, his servants, or agents, which involves Sound Ceilings Limited in any liability under the Principal Contract.
Fire Risk 11. The Subcontractor shall not be responsible for loss of damage caused by fire, to the works or to any materials (other than the temporary buildings, plant, tools, scaffolding and machinery provided by the Subcontractor, or any scaffolding or other plant which is loaned to him by Sound Ceiling Limited), properly upon the site and in connection with and for the purposes of this Sub-contract. In the event of any such loss or damage, the Subcontractor shall, if and when directed by Sound Ceilings Limited in writing, proceed immediately with the rectification or replacement of the damaged work and materials, and the erection and completion of the works in full accordance with the terms, provisions and conditions hereof.
Employers’ 12. The Subcontractor shall adequately insure against all Employers’ Liability and Third Party (including Third Party Fire) risks arising out of the execution of the Works, and produce on demand, policies Liability and of such insurances, together with receipts for premiums.
Third Party In case of neglect by the Subcontractor to effect the insurance, Sound Ceilings Limited shall be at liberty to insure on behalf of the Subcontractor and to deduct the premium so paid from any monies Insurances due or becoming due to the Subcontractor.
Determination 13. Sound Ceilings Limited may summarily determine this Subcontract either wholly or in part without payment or compensation to the Subcontractor, other than that to which he may be entitled under the
of Subcontractor’s terms and conditions of this Subcontract for work already executed, if the Subcontractor:-
Employment
(a) fails within seven days notice in writing from Sound Ceilings Limited to proceed diligently with the Works to the reasonable satisfaction of Sound Ceilings Limited and at all times in such manner as will not, in the opinion of Sound Ceilings Limited, prejudice the completion of the whole or any portion of the work under the Principal Contract in accordance therewith.
(b) refuses, delays, or fails within similar notice or other extended time notified by Sound Ceilings Limited in writing forthwith to rectify any defective workmanship and/or materials to the Main Contractor’s satisfaction.
(c) fails to complete and deliver up the whole or any portion of the works by the time or times specified, or by such extended time or times, as may be allowed by Sound Ceilings Limited.
(d) fails to withdraw immediately, at the request of Sound Ceilings Limited, any one or more of his employees to whom Sound Ceilings Limited objects or whose presence on the works may contravene the conditions of this or the Principal Contract, or may cause labour disputes in the Subcontractor’s or any other trade and to replace such employees immediately by others against whom there is no such objection.
(e) makes any arrangements with his creditors, has a Receiving Order made against him, executes a Bill of Sale, or commits an act of bankruptcy; or being a limited company, goes into liquidation, or has a Receiver appointed.
(f) fails within seven days notice in writing from Sound Ceilings Limited to comply with any of the obligations on the part of the Subcontractor herein contained.
Sound Ceilings Limited without prejudice to the provisions of Clauses 2 and 10 hereof claim damages against the Subcontractor in respect of breach of the provisions of sub-clauses (a), (b), (c), (d), (e) and (f) hereof.
Provisions in 14. If Sound Ceilings Limited shall, in the exercise of the power contained in the preceding clause, determine the Subcontract, than he may exercise the same rights as are reserved by the Employer under Case of the Principal Contract and shall have the same powers over the Subcontractor’s plant, materials and property on the site, or on any materials or fabricated work lying at the Subcontractor’s works or Determination workshops which have been bought or fabricated for the purpose of this Subcontract, as are given to the Employer under the Principal Contract over the Contractor’s plant, materials and property, in like circumstances. Sound Ceilings Limited may also employ another or other Subcontractors, and deduct from any monies due or becoming due to the Subcontractor and/or otherwise recover from the Subcontractor all additional costs or damages properly incurred by Sound Ceilings Limited in discharge of his obligations under the terms and conditions of the Principal Contract through the Subcontractor’s default.
Payment 15. Payments (both interim and final) as stated overleaf will, subject always to these terms and conditions, be made to the Subcontractor as and when the value of such Works under the terms of the Principal Contract is included in a certificate to Sound Ceilings Limited and Sound Ceilings Limited receives the monies due thereunder.
All interim payments shall be made on account only and these shall not be held in signify approval by Sound Ceilings Limited and/or the Main Contractor of the whole or any part of the Works executed not shall nay final payment prejudice any claim Sound Ceilings Limited may have in respect of any defects in the Works whenever such defects may appear.
Any payments made in respect of materials on site will be subject to the provisions noted above and will only be made after confirmation that ownership of such materials has passed unconditionally to Sound Ceilings Limited.
Further, and in addition to the provisions of Clause 2 hereof, if the Subcontractor shall cause Sound Ceilings Limited loss by reason of any breach of this or any other contract between the parties or by any tortious act or by any breach of statutory duty giving rise to a claim for damages or indemnity or contribution by Sound Ceilings Limited against the Subcontractor, or Sound Ceilings Limited shall become entitled to payment from the Subcontractor under this or any other contract between the parties, then without prejudice to and pending the final determination or agreement between the parties as to the amount of such loss, indemnity or contribution or payment the Subcontractor shall forthwith pay or allow Sound Ceilings Limited such sum as Sound Ceilings Limited shall bona fide estimate as the amount of such loss, indemnity or contribution or payment until such final determination or agreement.
Overtime and 16. No overtime is to be worked without the Subcontractor first obtaining the consent in writing of Sound Ceilings Limited. No payment for authorised overtime or nightwork will be made unless the
Night Gangs etc Subcontractor is so advised in writing by Sound Ceilings Limited and, if the Subcontractor is so advised, he will be reimbursed the net additional non-productive rate incurred, including any net additional cost of Employer’s Liability and Third Party Insurance. The Subcontractor will be required to obtain any necessary overtime permit from the appropriate Authority.
Variations and 17. No variation shall vitiate this Subcontract, but the Subcontractor shall not undertake work involving a variation or extra work without previous written authority from Sound Ceilings Limited.
Extra Work Variations or extra work so authorised shall be assessed on the basis of the Schedule of Rates attached hereto or referred to herein, or, where no Schedule exists, at a rate or value to be agreed between the Subcontractor and Sound Ceilings Limited and/or the Main Contractor’s Surveyor.
No day work will be permitted except where, in the opinion of Sound Ceilings Limited or the Main Contractor’s Surveyor it would be unfair to value such work at other then daywork rates.
Where work is agreed to be carried out on a daywork basis, payments for such work will be made upon the Prime Cost to be calculated in accordance with the definition of Prime Cost of Daywork carried out under a Building Contract as issued by the Royal Institution of Chartered Surveyors and the National Federation of Building Trades Employers, plus the percentage additions stated. If no percentage is stated, the addition to labour, plant and materials shall be agreed between the Subcontractor and Sound Ceilings Limited, and failing agreement, shall, subject to any provision to the contrary in the Principal Contract, be determined by the Main Contractor’s Surveyor.
The foregoing percentages shall be held to include all items noted in section 6 of the Prime Cost Agreement.
Where the Subcontractor considers he has claim to daywork, due notice must be given to Sound Ceilings Limited prior to its execution in order to facilitate checking the time and materials expended thereon, and all daywork sheets shall be rendered on the day the work is executed.
The signature of Sound Ceilings Limited and/or the Main Contractor’s foreman will not be recognised as authorising a variation or extra order, nor be considered conclusive evidence either as to hours worked, or materials supplied, unless written confirmation is received from Sound Ceilings Limited.
Annual Holidays 18. Attention is drawn to the fact that under the Annual Holidays Agreement, the Site may be closed for the period or periods whilst the Subcontractor’s work is in progress. The Subcontractor will be deemed to have included in his Tender for any additional costs due to his phasing his Work in progress to suit the requirements of this clause.
Removal of 19. At the request of Sound Ceilings Limited,and/or the Main Contractor, all rubbish and/or surplus material and plant of the Subcontractor must be removed forthwith from the vicinity of the Works, paths, Rubbish roads etc, to an approved position on the Site.
Safety, Health 20. The Subcontractor is reminded that he and his employees have a duty to observe all relevant requirements of the Health and Safety at Work etc Act 1974, and any like Acts amending the same, and any and Welfare Regulations, Orders and E C Legislation in force or which may come into force from time to time. The Subcontractor shall also comply with Sound Ceilings Limited’s and/or the Main Contractor’s requirements on matters affecting the safe conduct of work on the Site and within the time reasonable required by Sound Ceilings Limited the sub-contractor shall provide to Sound Ceilings Limited such information as is reasonably necessary to enable Sound Ceilings Limited to comply with the obligations imposed by the Construction (Design and Management) Regulations 1994 and any subsequent amendments thereto.
Subletting 21. No part of the Works will be sublet without the prior permission of Sound Ceilings Limited.
Principal 22. The Subcontractor is deemed to have full knowledge of the provisions of the Principal Contract and where such provisions not expressly repeated herein are applicable to the Works, these shall be Contract and deemed to be incorporated herein, provided always that if these differ from those embodied in this Subcontract the latter shall apply and be enforced accordingly. any conditions contained I the
Special Conditions Subcontractor’s quotation, other than those particularly agreed and embodied in this Order, shall be excluded.
Information 23. Any instructions, drawings, level or other information which is required to be provided by the Subcontractor to others, must be provided in due time upon written request to the Subcontractor, provided Provided for always that the information is not requested unreasonably distant from nor unreasonably close to the date on which it is necessary for others to receive the same. the Subcontractor shall be responsible for Others providing any information required from him by others upon specific written request.
Arbitration 24. Should any question or dispute arise on any matter, out of, or in connection with, this Subcontract, the same shall (except where the Principal Contract provides for such to be subject to the final decision of the Main Contractor) be referred for arbitration to some person agreed upon, or failing agreement, to a person appointed by the President for the time being of the R I C S, or as otherwise provided in the Principal Contract. The decision of the said person shall in every case be binding and conclusive on the parties hereto, and every reference shall be deemed a submission within the meaning of the Arbitration Act, 1996, and Acts amending the same, and shall be subject to the provisions of such Acts.
Notwithstanding the foregoing, in the event that Sound Ceilings Limited is obliged to enter into an arbitration on a matter directly related to the Subcontractor’s works, the Subcontractor will be required to co-join with Sound Ceilings Limited in any such arbitration proceedings. If an arbiter has been appointed under the main contract to deal with all disputes arising from the contract, and a subsequent dispute arises in respect of the Subcontractor’s work, the Subcontractor will require to co-join with Sound Ceilings Limited in arbitration proceedings before the previously appointed arbiter.
No arbitration proceedings are to be commenced (unless Sound Ceilings Limited decides otherwise in writing), until after the date of the certification of final completion of all works executed under the Principal Contract.
Applicable Law 25. This Contract shall be governed and interpreted according to the provisions of the Law of England.
Quality Assurance 26. It should be noted that on this project a Quality Assurance System may be in operation to satisfy the provision of BS 5750 Part 2, 1987. Accordingly the Subcontractor will be deemed to have made due allowance in his tender sum for complying with this requirement.
Protection of Works 27. The Subcontractor shall protect his work as required against any loss or damage from whatever cause arising, and make good all damage caused by neglecting so to do and shall indemnify Sound Ceilings Limited, the Main Contractor and/or the Employer from and against any and all expenses, liabilities, losses, claims and proceedings whatsoever resulting from any such event.
Protection of 28. The Subcontractor shall protect existing works and/or furniture as required against any loss or damage for whatever causing arising, and make good all damage caused by neglecting so to do and shall Existing Works indemnify Sound Ceilings Limited, the Main Contractor and/or the Employer from and against any and all expenses, liabilities, losses, claims and proceedings whatsoever resulting from any such event.
and/or Furniture
Cleaning 29. The Subcontractor shall clean down all his own work and leave perfect on completion to the satisfaction of Sound Ceilings Limited ,the Main Contractor amd/or the Employer.
Design 30. Where a ‘design’ element is involved, the Subcontractor will be deemed to have made due allowance in his tender sum for complying with The Construction (Design and Management) Regulations 1994 and amendments thereto.
Noise 31. The Subcontractor shall at all times take all reasonable precautions to prevent any public or private nuisance (including, without limitation, any such nuisance caused by noxious fumes, noisy working generators or the deposit of any material or debris on the public highway) and shall indemnify Sound Ceilings Limited, the Main Contractor and/or the Employer from and against any and all expenses, liabilities, losses, claims and proceedings whatsoever resulting from any such event.
Liaison Between 32. Where the Subcontract works have a direct effect on other Subcontractors will at all times liaise with all affected parties to ensure that all the works can be completed in accordance with the Main Subcontractors Contract Programme. Any occurrences which may affect the regular progress of work or cause delay to the Main Contract Programme must be notified to Sound Ceilings Limited in writing immediately they become apparent and shall indemnify Sound Ceilings Limited, the Main Contractor and/or the Employer from and against any and all expenses, liabilities, losses, claims and proceedings whatsoever resulting from any such event.
Supersedes s/c 33. This Subcontract is placed on the understanding that the Conditions of Subcontract set out above supersede and over-rule any conditions which accompanied the Subcontractor’s quotation.
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