ELLIOTT GROUP LIMITED
SUB-CONTRACT TERMS AND CONDITIONS
1. Definitions
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.
2. 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.
3. 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.
4. Programme
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.
5. Equipment
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.
6. Materials
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.
7. Labour
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
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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.
8. Defects
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.
9. Price
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.
10. Payment
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 part
of the Services.
11. Copyright, patents etc
All rights in any drawings or other materials supplied by us will remain vested in us
and the only rights you will have will be to use them to enable you to provide and
carry out the Services.
12. Insurance
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.
13. Variations
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.
14. Termination
We can terminate the contract immediately by giving you notice to that effect if at any
time:
• you are in breach of any of the terms of the contract; or
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• 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.
15. 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.
16. 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.
17. 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.
18. 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 written
consent.
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19. 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.
20. Law and Jurisdiction
These terms and all contracts between us will be governed by the laws of England
and subject to the exclusive jurisdiction of the courts in England.
