ELLIOTT GROUP LIMITED
SUB-CONTRACT TERMS AND CONDITIONS
In these terms, where it says: "you", it means the person identified in our order who is to supply subcontract services to us; "we/us", it means Elliott Group Limited; "order", it means the written order that we give to you for the provision by you of subcontract services; "contract", it means the contract for you to supply services to us, and that contract shall consist of these terms, our order and all drawings, instructions, specifications and the programme referred to in our order; "Services", it means the subcontract services/works that you are to provide to us under the contract.
- Terms and Main Contract
These terms apply to the contract to the exclusion of any other terms. The main contract between us and our customer, to which the contact is a sub-contract, is available for inspection at our office during normal business hours and the provisions of that main contract (so far as applicable) shall apply to the contract and the Services; if there is any conflict between the provisions of that main contract and these terms, these terms shall prevail.
- Sub-contract Services
You will provide the Services in accordance with the contract and in accordance with the requirements set out in the drawings, instructions and specifications that form part of the contract. In providing the Services you will ensure compliance at all times with all applicable laws, regulations and codes of practice. You will provide and hand the services over to us complete, free from snags and defects and to the complete satisfaction of both us and our customer.
You will provide and carry out the Services in accordance with the programme that forms part of the contract. You will complete the Services and all specified stages of them by the milestone date(s) set out in that programme. If you fail to do this you will have to compensate us for any loss we suffer and we may terminate the contract. You will notify us immediately if at any time you foresee any difficulty in complying with the programme or any part of it.
You will provide all tools, plant and equipment that are required to provide and carry out the Services and you will ensure that all such tools, plant and equipment is maintained in good order and accompanied by all relevant test documentation and certification.
Unless and to the extent that the contract provides otherwise, you will provide all materials that are required in connection with the Services. You warrant that all such materials belong to you, are fit for the purpose for which they are provided and are of satisfactory quality and free from defects.
You will supply all labour that is required to provide and carry out the Services. You warrant that all personnel will be competent and have the skills required to carry out ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 2 of 4 the tasks assigned to them, that you will be responsible for all matters relating to their employment/engagement, including, but not limited to, all necessary insurance and all health and safety matters. You will provide evidence of compliance with those matters and you will indemnify us against all claims and liabilities in respect of all such persons.
You will promptly and without further charge rectify any defects in the provision or carrying out of the Services, both during the progress of the works and throughout the Defects Liability Period under and as defined in the main contract, or in any materials that you supply in relation to the Services.
The price for the Services stated in the contract or otherwise agreed between us is a fixed price. The price is stated inclusive of all design work and fees, preparation of drawings and specification, the supply of all materials, labour, equipment and everything else that is needed for the full and proper performance and carrying out of the Services but exclusive of value added tax.
Payment of the price will be due against your valid application for payment or invoice not later than 60 days after completion of the Services or the relevant stage of them as stated in the contract. Your application for payment or invoice must quote our subcontract order number and the address at which and/the project in respect of which the Services are provided. Any interim payments will be on account only and will not be held to signify any approval by us or our customer of the whole or any partof the Services.
- Copyright, patents etc
All rights in any drawings or other materials supplied by us will remain vested in usand the only rights you will have will be to use them to enable you to provide andcarry out the Services.
You must have in place all insurances with such level of cover as would be appropriate for a responsible business carrying out the Services and you must provide us with written confirmation from your insurers or brokers of the insurances and level of cover you have for public & product liability, employers liability and contractors all risks insurance together with details of the renewal date and confirmation that premiums have been paid up to date. You must also have in place insurance in respect of any transport movement of our products to cover any partial or total loss at our valuation.
We may at any time make variations to the Services and those variations shall vary the contract accordingly. Those variations may lead to changes in the price, the programme and other details and any such changes that are agreed shall also vary the contract but only if and to the extent that they are so agreed and recorded in writing.
We can terminate the contract immediately by giving you notice to that effect if at anytime: • you are in breach of any of the terms of the contract; or ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 3 of 4 • a receiver, administrative receiver, administrator or liquidator is appointed in relation to you or if you cease to trade or if you undergo any bankruptcy or insolvency event or proceedings; or • you fail to carry out the Services diligently; or • you fail to carry out or complete the services in accordance with the programme; or • you fail to withdraw, immediately at our request, any person or person engaged by you in the carrying out of the Services whose presence may contravene the terms of the contract or main contract or in respect of whom we have given you notice requiring their withdrawal. If the contract is terminated for any reason you will be entitled to be paid the price for the Services less the sums we have to expend, including with other contractors, in order to have the Services properly and fully carried out and completed.
- Design Indemnity
Where the Services include a design responsibility you will: • in carrying out that design responsibility exercise all reasonable skill, care and diligence that would be expected of skilled designer experienced in carrying out works of that kind; • take out and maintain professional indemnity insurance in such amount and for such period as is required under the main contract (provided that such insurance remains available to professional persons acting in that capacity at commercially reasonable rates); and • enter into such collateral warranties with us and/or our client and those other persons specified by them in the format and in accordance with the timescales required by the main contract.
- Health and Safety
You will provide and carry out the Services strictly in accordance with our Health and Safety Policy Document and Manuals and in accordance with the Construction Phase Health and Safety Plan and Site Rules applicable to the relevant site. The price for the Services is inclusive of all resources necessary to design and implement your services in accordance with these provisions. You will provide a competent person in charge to supervise your workforce and to take responsibility for all their health and safety issues and to receive and implement instructions issued by our authorised representatives. You will submit Risk Assessments and Method Statements including, but not limited to, all hazards, COSHH and manual handling for approval by our contracts management team prior to commencing any work on site. You will provide COSHH Assessments supported by manufacturer's data sheets with all materials that you supply.
- Environmental and Housekeeping
You must comply fully with our Environmental Policy. At the request of our authorised representative you must remove all rubbish and surplus material arising from your works to a designated area or a skip or, if so instructed, remove from site.
- Assignment and Sub-contracting
You must perform the contract yourself and may not assign the benefit nor subcontract the performance of all or any part of the contract without our prior writtenconsent. ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 4 of 4
- Dispute Resolution
Any disputes arising in respect of or under the contract shall be referred to arbitration or such other dispute resolution procedure specified in the main contract or, if the main contract is silent on the point or if that procedure is not appropriate in the circumstances, to arbitration under the provisions of the Arbitration Act 1996, the arbitrator being agreed between you and us or, if we cannot agree, appointed by the President of the Chartered Institute of Arbitrators on the application of either of us.
- Law and Jurisdiction
These terms and all contracts between us will be governed by the laws of Englandand subject to the exclusive jurisdiction of the courts in England.