1.0 Subcontractors General Obligations

1.1 The Subcontractor shall carry out and complete the Subcontract Works and any variations or additions thereto working regularly and diligently to the satisfaction of the Contractor and the Contract Administrator in compliance with the terms and conditions of the Subcontract in accordance with the Subcontract Documents,  and in accordance with the Contractor's directions and/or any programme issued by the Contractor using materials and workmanship to the quality and standards therein specified and in conformity with all instructions, directions and requirements of the Contractor and shall not specify for use or permit to be used in the Subcontract Works any goods or materials generally known in the construction industry to be deleterious to health and safety and/or the environment and/or the durability or integrity of the Subcontract Works in the particular circumstances in which they are used or which by their nature or application contravene any British or EU Standards or Code of Practice current at the date of use of such goods or materials.

1.2 The Subcontractor shall be deemed to have knowledge of the terms and conditions of the Main Contract [Except Detailed Prices] a copy of which is available for inspection by the Subcontractor at the Contactor's offices and undertakes to assume, observe, perform and comply with all the provisions of the Main Contract on the part of the Contractor to be assumed, observed, performed and complied with so far as they relate to and are applicable  to the Subcontract or any portion of the same and are not expressly varied hereunder and the Subcontractor acknowledge that any breach by him of this Subcontract may result in the Contractor committing breaches of and becoming liable in damages under the Main Contract all such damages are hereby agreed to be included as being within the contemplation of the parties.  The Subcontractor shall not by any act, omission or default cause, constitute or contribute to any breach by the Contractor of its obligations and duties or lead to a diminution in the Contractor's rights under the Main Contract and shall indemnify and save harmless the Contractor from and against any and all losses, costs, damages, and expenses the Contractor suffers or incurs or may become liable for arising from any breach or non-compliance by the Sub-Contractor of its obligations and duties under this clause.

1.3 Without prejudice to any other remedy the Contractor may have, the Subcontractor shall indemnify the Contractor against all claims, liabilities, demands, proceedings, damages, costs and expenses (including any direct, indirect or consequential losses, loss of reputation, and all interest, penalties and legal and other reasonable professional costs and expenses) made against or incurred by the Contractor in relation to any breach or failure by him to carry out his obligations under this Subcontract. 

1.4 The Subcontractor shall, if not already provided, provide to the Contractor within seven days of executing this agreement or within seven days of any request to provide the same by the Contractor, the following:

             1.4.1 A parent Company Guarantee and / or performance bond;

1.4.2  Such other warranties as may be required under the Main Contract and are referred to in the Particulars duly executed and in the form annexed hereto.  It is a condition precedent to any of the obligations of the Contractor under this Agreement that the Subcontractor shall have duly executed the Deed and have delivered to the Contractor such documents.  No commencement by the Subcontractor of the Subcontract Works in this agreement shall constitute any waiver by the Contractor of this condition;

             1.4.3  A credit reference from a reputable credit agency o a bank and a copy of the Sub-Contractor's latest management accounts.

2.0 Design Obligations

2.1 Where the Subcontractor designs any part of the Subcontractor Works included associated or related works whether permanent or temporary in nature the Subcontractor warrants to the Contractor that he shall exercise all proper diligence, skill and care to be expected of an expertly qualified and competent specialist contractor experienced with carrying out works of a similar scope, nature, complexity and size to the Subcontractor, in relation to the following:

   2.2                              

             2.2.1 The design of the Subcontractor Works: and

2.2.2            The selection and of kinds and standards of materials and goods for the incorporation into the Subcontract Works: and 2.2.3 The co-ordination and integration of the Subcontract design with the remainder of the works, and design by others.

2.3 The Subcontractor further warrants to the Contractor that the Subcontract works shall satisfy any performance specification or other requirements included or referred to in the Subcontract and/or Main Contract, which relate to the Subcontract Works and shall comply with any statutory requirements, which are relevant to the Subcontract Works.

2.4 The Subcontractor shall comply with any requirement in the Main Contract in relation to the submission of any documents and drawings, which may be required in accordance with the Main Contract.  No approval or revision of any documents or drawing shall relieve the Subcontractor of his obligations and the warranties given under this Subcontract.

2.5 All materials shall be of a high standard, free from defects and fit for their purpose when incorporated into the Sub-Contract Works. 

3.0 Instructions and Variations

3.1 All instructions issued by the Contractor to the Subcontractor in respect of the Subcontract Works shall be of no effect unless issued or confirmed in writing by the Contractor.  The Subcontractor shall comply with all such instructions forthwith.  If after issue of a written notice by the Contractor requiring compliance with an instruction the Subcontractor does not so comply within the period specified within the notice [or if no period is specified within 7 days] then the Contractor may employ and pay other persons to execute any work which may be necessary to give effect to such instruction.  All costs and expenses incurred by the Contractor in connection with such employment shall be paid or allowed from the Subcontractor as a debt.

3.2 The Contractor may by written instruction to the Subcontractor, alter of modify the design, quantity or quality or the conditions under which the Subcontract Works shall be executed and such alterations or modifications shall not violate this Subcontract.  In the event that such alteration or modification constitutes a variation or change under the terms of the Main Contract then unless the same is due to the Subcontractors negligence, omissions or default, such variation or change shall be valued and paid for by the Contractor at the prices contained in the Subcontractor's tender or where the varied work differs from that originally tendered for, at prices or charges analogous thereto.

3.3 The Subcontractor may not claim payment for day-work and the Contractor shall not be obliged to pay for the same unless payment on a daywork basis is permitted under the Main Contract whereupon the Subcontractor shall give to the Contractor reasonable prior written notice of any work pursuant to any variation or change as referred to in clause 3.2 above for which he intends to apply for payment on a day-work basis and shall deliver to the Contractor by the Wednesday following the end of each week during which such work has been carried out substantiation  in the form required by the Contractor giving full details of labour, materials and plant.

3.4 In the event a variation results in any works being omitted from the Subcontract Works (including but not limited to work against which there is a provisional sum), the Contractor shall deduct an appropriate sum from the Subcontract sum and shall be entitled to engage another contractor to carry out and complete such omitted work without terminating the Subcontractor's engagement under the Sub-Contract. The Contractor shall not be liable to the Subcontractor for any costs, losses, damages or expenses suffered or incurred by the Subcontractor arising from such omission. The act of giving work to a third party or instructing a third party to carry out or complete such work shall not be treated or construed as a breach of contract by the Contractor.

3.5 If instruction and/or variations are given orally, they shall, within 2 working days, be notified in writing by the Subcontractor to the Main Contractor.

4.0 Commencement and Completion

4.1  The Subcontractor shall commence the Subcontract Works in accordance with the Contractor's requirements to so do and shall regularly and diligently carry out the Subcontract Works -including the production of and the obtaining of all necessary approvals of any drawings, details of calculations for which he is responsible at such times and such periods as will suit the process of the works and as may be directed by the Contractor and shall complete the same within the Subcontractor period[s] as may be amended in accordance with clause 4.2.

4.2 Upon it becoming reasonably apparent that the completion of the Subcontract Works or any part thereof have been or likely to be delayed, the Subcontractor shall notify the Contractor in writing forthwith specifying the reason of the delay and the cause[s] and shall comply with the requirements of the Main Contract in relation to the giving of notice and any details required in relation to the same, if for such cause[s] the Contractor is granted an extension of time under the Main Contract or it is a cause within the control of the Contractor, the Contractor shall by written notice to the Subcontractor extend if necessary, the Subcontract Period[s] PROVIDED ALWAYS that the Subcontractor has constantly used its best endeavours to prevent any delay or further delay to the carrying out or completion of the Sub-Contract Works and provided further that the Sub-Contractor shall not become entitled to an extension of time to the extent that the delay event or circumstance has been caused or contributed to by any error, omission, negligence or default of the Subcontractor or anyone for whom it is responsible.

4.3 The Subcontractor shall not hinder or prevent the progress of works undertaken by others and shall advise the Contractor as to the suitability and compatibility of any existing work or the existing condition of the Site in good time so as not to delay or disrupt the regular progress or the timely completion of the Subcontract Works.

4.4 If the Subcontractor fails to achieve completion of the Subcontract Works within the Subcontract Period the Subcontractor shall pay or allow to the Contractor as damages a sum equivalent to any and all costs, losses, damages, expenses suffered or incurred by the Contractor or for which the Contractor is or becomes liable, including but not limited to liquidated and ascertained damages under the Main Contract ("Damages") and caused by such failure and such sum may be deducted from amounts otherwise due to the Subcontractor and/or the Contractor may claim such costs, losses, damages and expenses from the Subcontractor as a debt. The Subcontractor hereby acknowledges that such Damages are reasonably foreseeable and within the reasonable contemplation of the parties at the time the Subcontract is entered into. 

5.0 Vesting of Property and Risk in the Subcontract

5.1 All equipment, materials and goods not for incorporation in the Subcontract Works brought on to the site by the Subcontractor shall be at the sole risk of the Subcontractor.  All equipment, materials and goods properly on site for the incorporation in the Subcontract Works shall become the property of and vest in the Contractor from delivery to site whether or not payment has been made and whether fixed or unfixed. The Subcontractor shall have the use of such materials and goods until they are fully and finally fixed and shall be solely responsible for any damage to them and shall remain liable for their safe keeping until they are incorporated into the Works.  The Subcontractor shall ensure that such equipment, materials and goods shall not be removed from the site unless the Contractor so instructs or permits and the Subcontractor shall not have any right to exercise a lien over any of such materials or goods.

5.2 Risk in the Subcontract Works and each part thereof shall remain with the Subcontractor until completion of the Subcontract Works or the Contractor shall specifically agree in writing to the contrary.  The Subcontractor shall protect the Subcontract Works and in each part thereof and all or any parts of the main contract works which may in any way be affected by the carrying out of the Subcontract Works or otherwise until completion of the Subcontract Works as may be directed by the Contractor without addition to the Subcontract Sum.

6.0 Indemnity and Insurance

6.1 The Subcontractor shall be liable for and shall indemnify the Contractor against the matters, which the Contractor undertakes to indemnify the Employer under the Main Contract insofar as such matters relate to the Subcontract Works.  Without prejudice to the obligation to so indemnify the Subcontractor shall take out and maintain the necessary insurances against Employer's Liability and third party liability risks for not less than the sums set out in the Particulars.  The Subcontractor shall produce documentary evidence to the Contractor if such insurance ceases to be available so that the parties can discuss the best measures of protecting their respective interests.

6.2 If required, the Subcontractor shall take out or maintain professional indemnity insurance for a period of 12 years from practical completion of the Main Contract Works for the amount set out in the Particulars in respect of any negligence by the Subcontractor in the design of any works, goods and/or materials provided that the same is available at commercially reasonable rates.  The Subcontractor shall inform the Contractor if such insurance ceases to be available so that the parties can discuss the best means of protecting their respective interests.

6.3 If the Subcontractor shall fail to take out or maintain the insurance required in clauses 6.1 and 6.2 then the Contractor may, without prejudice to any other rights or remedies if possesses, take out or maintain the insurances and the costs thereof including any premiums payable shall be recoverable from the Subcontractor as a debt and/or deducted from any sums due to the Subcontractor under the Subcontract.

6.4 The Contractor shall take out and maintain or procure that the Employer takes out and maintains the insurance of the works in accordance with the Main Contract and shall procure that either the Subcontractor is recognised as a joint names insured or that the insurers waive any rights of subrogation against the Subcontractor.  The cover afforded to the Subcontractor in relation to the Subcontract Works will be limited to these parties as set out in the Main Contract and the Subcontractor shall observe and comply with the conditions contained in the Contractors or Employers’ insurance policy relating to the works and shall [if required] pay the excess due if any claim arises due to the negligence, omission or default of the Subcontractor.

7.0 Provisions of Facilities

7.1 The Subcontractor shall provide everything necessary for the proper execution and completion of the Subcontract Works, except where expressly included, but shall have the use of water, temporary lighting and if and when erected, standing scaffolding.  The Contractor reserves the right to supply electricity at 110 volts.  All facilities supplied by the Contractor shall be used under the express condition that no warranty or liability on the part of the Contractor or any other Subcontractor shall be implied or created with regard to the fitness, condition of suitability of such facilities.

7.2 If the Contractor has cause to believe in its reasonable opinion that any plant, goods, or equipment to be used or being used by the Subcontractor is unsafe or unfit for use, the Contractor may instruct the Subcontractor to take all such steps as may be necessary in order to render such plant, goods or equipment safe and fit for use. The Subcontractor shall not have any entitlement to any claim arising from the Contractor properly acting in accordance with this clause.

8.0 Payment Notices and Final Dates for Payment

8.1 The Subcontractor shall make application for payment monthly, unless specified otherwise in the Particulars, for work properly executed in accordance with the Subcontract and for any unfixed equipment, materials and goods properly stored on the site for the incorporation in the Works accompanied by such documents as the Contractor may require. The application for payment shall specify the sum that the Sub-Contractor considers will become due on the payment due date in respect of the payment and the basis upon which that sums is calculated.

8.2  The due date for payment of any amount due to the Sub-Contractor pursuant to this clause shall be the last working day of the month (or nearest working day thereafter) following the month in which the Contractor receives the relevant and valid application for payment.

8.3  The Contractor shall value the Subcontract Works included in each application by the Subcontractor.  The amount of each interim payment to the Subcontractor shall be the Contractor’s gross valuation less any amounts which may be deducted as retention and trade discount as specified in the Particulars and the total amount due in previous interim payments in respect of the Subcontract Works. 

8.4  The Contractor shall give notice to the Subcontractor specifying the amount (if any) which the Contractor considers to have been due at any payment due date and the basis upon which that amount was calculated not later than five (5) days after the date on which any payment becomes due from the Contractor or would have become due if the Subcontractor had carried out its obligations pursuant to this Contract.

8.5  The final date for payment of any amount due to the Subcontractor under clause 8.4 shall be fourteen (14) days (or the nearest working day thereafter) after the relevant due date. 

8.6  Subject to clause 8.10, and unless the Contractor has served a notice under clause 8.7, the Contractor shall pay to the Subcontractor the sum referred to in the notice given by the Contractor under clause 8.4 (of if the Contractor has not given notice under clause 8.4, the sum referred to in the application for payment referred to in clause 8.1 (the "Notified Sum") on or before the final date for payment of each application for payment.

8.7  Not later than on the fifth day before any final date for payment (the "Prescribed Period") the Contractor may give the Subcontractor notice (a "Pay Less Notice") that it intends to pay less than the Notified Sum. Any Pay Less Notice shall specify:

8.7.1 the sum that the Contractor considers to be due on the date the notice is served; and

8.7.2 the basis upon which that sum is calculated.

8.8  If the Contractor fails to pay a sum due to the Subcontractor by the final date for payment and fails to give a Pay Less Notice under clause 8.7, simple interest shall be added to the unpaid sum from the final date for payment until the actual date of payment. This shall be calculated on a daily basis at the annual rate of four per cent (4%) above the Bank of England Base Rate. The parties acknowledge that the liability of the Contractor under this clause 8.8 is a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998. In addition, the Subcontractor may suspend its performance of the Subcontract but only having given a minimum 14 days' notice of its intention to do so.

8.9  The Contractor shall be entitled to set off against any sums [including the retention] otherwise due to the Subcontractor under this Subcontract the amount of any damages, costs, debts, losses and expenses which have been incurred by the Contractor and/or the Employer or which the Contractor estimates are likely to be incurred by reason of any failure to observe the provisions of this Subcontract by the Subcontractor from any sums otherwise due or becoming due to the Subcontractor from the Contractor under this Subcontract.

8.10  Notwithstanding any other provision of this Subcontract, if the Subcontractor becomes insolvent (as defined in section 113 of part II of the Housing Grants, Construction and Regeneration Act 1996, as amended, after the Prescribed Period, the Contractor shall not be required to pay the Subcontractor the Notified Sum on or before the final date for payment.

8.11 For the avoidance of doubt, the Contractor shall be entitled to recover from the Subcontractor any overpayments made at any time. All interim payments made to the Subcontractor shall be payments on account only of sums due under the Subcontract. 

8.12 In the event that the Employer under the main contract is or becomes insolvent as defined in section 113[2] of part II of the Housing Grants, Construction and Regeneration Act 1996 as amended, the Contractor shall not be obliged to make payment to the Subcontractor unless payment of sums referable to the Subcontract work is received by the Contractor under the Main Contract.

8.13  Reference in the Subcontract to amounts payable by the Contractor to the Subcontractor shall be construed as references to such amounts exclusive of any Value Added Tax thereon and in addition to such amounts, the Contractor shall pay to the Subcontractor this amount of Value Added Tax properly chargeable by the Commissioners of Customs and Excise on the Subcontractor by reference to such amounts.

8.14  The Construction Industry Scheme shall be applied for payment due in accordance with the Income and Corporation Taxes Act 1988 and any subsequent revisions thereof.

8.15  Unless otherwise stated in the Particulars the Subcontract price is fixed for the duration of the works.  Whether or not the price for the Subcontract Works is subject to adjustment for fluctuations of the rest of labour and materials the Subcontractor shall immediately upon receipt of a request from the Contractor produce whatever documents are required by the Contractor to enable the Contractor to comply with any conditions in the Main Contract concerning the such variation of such fluctuations.

9.0 Supervision

9.1 At all times during this carrying out of the Subcontract Works the Subcontractor shall provide all necessary supervision to ensure the proper execution of the Subcontract Works and shall have a competent person in charge on the site who shall be authorised to accept instructions and direction on behalf of the Subcontractor.   

9.2 In the event that in the opinion of the Contractor the Subcontractor has failed or is failing to provide adequate site supervision the Contractor shall be entitled to provide its own site supervision and the Subcontractor shall pay or allow to the Contractor the cost so suffered or incurred by the Contractor.

10.0 Access and Use of Site and Work of Others

10.1 The Subcontractor shall have access to such part or parts of the site as the Contractor may direct.  The Subcontractor acknowledges that such access shall be in common with other Subcontractors and suppliers and the Subcontractor shall not impede such other Subcontractors and suppliers in the execution of their work on site.          

10.2 The Subcontractor shall satisfy himself before commencing the Subcontract Works as to the work previously carried out by others which may affect the Subcontract Works and shall immediately notify the Contractor in writing of any difficulties with the same.

10.3 The Contractor and the contract administrator shall at all times have access to the Subcontract Works and to any workshop or other place where any equipment materials or goods are being prepared for incorporation in the Subcontract Works.

11.0 Statutory Obligations

11.1 The Subcontractor shall comply with all statues, statutory instruments, regulations, rules, Codes of Practice, bylaws, or other laws or conditions including any European Community Law, or regulations, directives or decisions issued by the Council or the Commission which affect or relate to the Subcontract Works and shall provide the Contractor with such evidence of compliance or such information in connection therewith as the Contractor may reasonable require.

11.2 Without prejudice to tax obligations under clause 11.1, the Subcontractor shall ensure that the Subcontract Works are carried out in compliance with the Health and Safety at Work Act 1974 and all or any other Acts of Parliament, Codes of Practice, rules, orders or regulations in connection with health, safety and welfare matters including any amendment thereof and shall comply with policy affecting the safe execution of the works laid down by the Contractor's Standing Orders, Site Safety Plan and procedure, Specific Requirements and General Safety Conditions and shall comply with any request by the Contractor to comply with the same.

11.3 The Subcontractor shall, prior to commencement of the Subcontract Works and at any time thereafter upon request, submit to the Contractor a written statement of the Subcontractor, a general policy and method of his specific policy for the Subcontract Works in relation to health, safety and welfare, including the appointment of a suitable person responsible for the safe execution of the Subcontract Works.

11.4 Notwithstanding the generally of the foregoing the Subcontractor shall:

11.4.1   Provide the Contractor with any information, which the Contractor considers is or may be necessary to ensure that the Contractor continues to comply with the CDM Regulations.

11.4.2 Comply at no cost to the Employer or Contractor with all reasonable requirements of the Contractor to the extent that such requirements are necessary for compliance with the CDM Regulations.  Notwithstanding clause 4.2 no extension of time shall be given in respect of such compliance.

12.0 Labour

12.1 The Subcontractor shall ensure that all labour engaged in connection with the Subcontract Works is employed in accordance with the Working Rule Agreement of the National Joint Council for the Building Industry or other Working Rule Agreement applicable to his trade to enable the Contractor to meet its obligations under said Agreement including those with regard to the recognition of and procedures relating to the Trade Unions, Trade Union Membership and Representation.  The Subcontractor shall keep proper records and allow the Contractor to inspect the pay, national insurance and Holidays-with-Pay records of such labour.

12.2 The Subcontractor shall take all reasonable steps to encourage employees and agents of the Subcontractor and those engaged by him in the execution of the Subcontract Works to be registered as cardholders under the Construction Skills Certification Scheme (CSCS) or qualified under an equivalent recognized qualification scheme. 

13.0 Quality Control

13.1 The Subcontractor shall make himself familiar and comply with the requirements of quality control and monitoring under provisions of the main contract, Subcontractor works as well as the Contractors own quality control arrangements.  The Subcontractor shall be deemed to have included in the Subcontract sum for all things including all such compliant staff as may be necessary to comply with such requirements and arrangements.

14.0 Assignment and Subletting

14.1 The Subcontractor shall not assign this Subcontract nor sublet any portion thereof without the prior consent of the Contractor.  On instruction by the Contractor to sublet any part of the works the Subcontractor shall immediately forward all relevant documentation including but not limited to - Method Statements, Risk Assessments, Insurance’s etc. to Whitfield building contractors ltd for approval prior to works commencing on site.

14.2 In the event the Subcontractor sub-lets part or all of the Subcontract Works, the Subcontractor shall remain responsible and liable for all works, products, materials and services performed and supplied by its sub-contractors and suppliers and any sub-letting of part or all of the Subcontract Works shall not relieve the Subcontractor of any of its obligations and duties and liabilities arising from the Sub-Contract.

14.3 No waiver, forbearance, release, inspection, approval, comment, review or consent or omission to inspect, approve, comment, review or consent by the Contractor or its employees, servants, sub-contractors or agents shall in any way derogate or reduce the Subcontractor's duties and liabilities arising from the Subcontract.

15.0 Defects and Maintenance

15.1 The Subcontractor shall rectify at his own cost any defects, shrinkages or other faults in the Subcontract Works due to his failure to properly carry out and complete the Subcontract Works in accordance with the Subcontract and shall have the like obligations as the Contractor under the Main Contract to rectify any such defects, shrinkages or faults which may arise until the issue of the Certificate of Making Good Defects or any such similar certificate under the Main Contract.  A decision by any architect, contract administrator, supervising officer or like under the Main Contract that works executed by the Subcontractor are not in accordance with the Main Contract shall be final and conclusive.

16.0 Termination

16.1 Should the Subcontractor

16.1.1 Abandon or without reasonable cause suspend the carrying out of any part of the Subcontract work or

16.1.2 Refuse or fail to remove defective work and/or materials; or

16.1.3 Fail to comply with clauses 1.4, 4.1, 9, 11, 12, 14, 17 or 20 or commit to any other material breach of the Subcontract and fail to remedy the same after notice in writing from the Contractor. Then if such defaults shall continue for seven days after the date of a written notice specifying the default has been given to the Subcontractor by the Contractor or if the Subcontractor shall at any time thereafter repeat such default [whether previously rectified or not] the Contractor may without prejudice to any other rights or remedies thereupon by notice by recorded delivery forthwith determine the Subcontractor's employment provided that such notice[s] shall not be given unreasonably or vexatiously.

16.2 If the Subcontractor shall make or offer to make any arrangement or composition with his creditors or has a proposal in respect of his company for a voluntary arrangement for a composition of debts or scheme of arrangement approval in accordance with the Insolvency Act 1988 or has an application made under the Insolvency Act 1988 in respect of his company to the court for the appointment of an administrator or commit an act of bankruptcy or if any position or reviving order in bankruptcy shall be presented or made against him or [if he is a limited company] any resolution or petition to wind-up such company’s business [other than for the purpose of a bona fide reconstruction or amalgamation without insolvency] shall be passed or presented or if a provisional liquidator, receiver, administrative receiver or manager of such company’s undertaking property or assets or any part of them shall be appointed, then the Subcontractor shall automatically determine forthwith.

16.3 Notwithstanding any other provision of the Subcontract if the employment of the Contractor under the Main Contract is determined for any reason than the employment of the Subcontractor shall thereupon also automatically determine forthwith.

16.4 If the Subcontractor’s employment is determined under clause 16.1, 16.2 or 16.3 thereof then the following shall apply-

16.4.1 the Contractor may inspect the Subcontractor from the Subcontract Works and take over all the materials and plant provided by or on behalf of the Subcontractor which are upon the site or are being used in connection therewith any may use the same to complete the Subcontract Works;

16.4.2 the Contractor shall be liable only for the value of such part of the Subcontract Works properly executed at the date of such determination.  Such value shall be calculated in accordance with the Subcontract and shall include the value of any unfixed materials and goods for incorporation in the Subcontract

Works and properly stored on the site and in which property has passed to the Contractor or the Employer but shall include no other sum or sums whatsoever;

16.4.3 where such determination is due to the default of the Subcontractor, all damages, costs, losses and expenses incurred by the Contractor in connection with such determination shall be payable by the Subcontractor to the Contractor and shall be recoverable as a debt.  The Contractor shall have the right to deduct from or set off against any sums due to the Subcontractor under this Subcontract all such damages, costs, losses and expenses;

16.4.4 the Subcontractor shall not be entitled to payment of sums that may become due under this clause 16.4 where the determination is due to the Subcontractor’s default until completion of the Works by the Contractor of such damages, costs, losses and expenses referred to in clause 16.4.3.

17.0 Bribery Act Compliance

17.1 The Subcontractor shall and shall procure that any associated person or other persons performing services in connection with the Subcontract shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption practices including the Bribery Act and the Guidance (together the

"Requirements"); and

17.2 The Sub-Contractor shall not engage in, and shall procure that any associated person or other person performing services in connection with the Subcontract shall not engage in any activity practice or conduct which would constitute an offence under Sections 1, 2 or 6 of the Bribery Act if such activity practice or conduct had been carried out in the United Kingdom.

17.3 The Sub-Contractor shall:

17.3.1 Promptly report to the Contractor any request or demand for any financial or other advantage of any kind offered promised or given to it in connection with the performance of this Subcontract;

17.3.2 Be directly liable to the Contractor in the event of any breach of this clause by an associated person of it and shall fully indemnify the Contractor for any costs, losses, damages or expenses consequent upon such breach howsoever arising.

17.4 Without prejudice to any other rights the Contractor may have under or in connection with this Subcontract, breach of this clause by the Subcontractor shall entitle the Contractor at its option to terminate this Subcontract forthwith with immediate effect. On termination in accordance with this clause, the Subcontractor shall be liable to the Contractor for all costs, losses, damages, claims and expenses which the Contractor suffers or incurs arising from or in connection with such termination.

18.0 Disputes

18.1 Any dispute between the parties arising out of under or in connection with this agreement shall at the request of either party be referred to the adjudication of the person named in the Particulars or if no such person has been named such person as shall be agreed by the parties or on the application of the party who is referring the Dispute to adjudication a person to be nominated as the Adjudicator by the Chief Executive for the time being of the Control for Dispute Resolution.

19.0 Notices and Time Periods

19.1 All notices required to be given hereunder by either party shall be in writing and shall be deemed to be duly given or made when delivered [in the case of personal delivery] or when dispatched [in the case of facsimile transmission] or 2 days after posting if sent by pre-paid post.

19.2 Any notice required to be given hereunder by the Subcontractor to the Contractor [except a notice sent by facsimile transmission] shall be delivered or sent to the Contractors principal office when a copy thereof at the same time being sent to the Contractors relevant site or project office.

19.3 Any notice required to be given hereunder by the Contractor to the Subcontractor [except a notice sent by facsimile transmission] shall be delivered or sent at the Contractor’s option to either the Subcontractor’s registered office/principal office or to the Subcontractor’s relevant site or project office.

19.4 A written notice as a notice by facsimile transmission.  Any facsimile transmission shall be sent to the parties’ respective fax numbers stated in the Particulars or to such other fax numbers as either party may hereafter specify for this purpose to the other party.

19.5 Where under this Agreement an act is required to be done within a specified period of days after or from a specified date the period shall begin immediately after that date.  Where the period would include a day, which is a Public Holiday, that day shall be excluded.

20.0 Modern Slavery 

20.1 The Subcontractor undertakes, warrants and represents that:

20.1.1 Neither the Subcontractor nor any of its officers, employees, agents or subcontractors has:

                      20.1.1.1 Committed an offence under the Modern Slavery Act 2015 (a "Modern Slavery Offence"); or

20.1.1.2    Been notified that it is subject to an investigation relating to an alleged Modern Slavery Offence or prosecution under the Modern Slavery Act 2015; or

20.1.1.3 Is aware of any circumstances within its supply chain that could rise to an investigation relating to an alleged Modern Slavery Offence or prosecution under the Modern Slavery Act 2015; and

                      20.1.1.4 It shall comply with the Modern Slavery Act 2015; and 

20.1.1.5 It shall notify the Contractor immediately in writing if it becomes aware or has any reason to believe that it, or any of its officers, employees, agents or subcontractors has breached or potentially breached any of the Subcontractor's obligations under this clause 20. Such notice to set out full details of the circumstances concerning the breach or the potential breach of the Subcontractor's obligations.

20.1.2 Any breach of this clause 20 by the Subcontractor shall be deemed a material breach of this Subcontract and shall entitle the Contractor to terminate this Subcontract in accordance with the termination provisions of this Subcontract.

21.0 Limitation Period

21.1 Notwithstanding the manner in which the Subcontract has been entered into, the limitation period in respect of the Subcontractor's obligations and liabilities in connection with the Subcontract shall extend to 12 years from the date of completion of the Works or such other period as may be prescribed by law, whichever is the later. For the avoidance of doubt the provisions of the Limitation Act 1980 (and any subsequent amendment or re-enactment) are excluded.

22.0 Proper Law

22.1 This Subcontract shall be governed by and constructed in accordance with the Laws of England and Wales and the English courts shall have exclusive jurisdiction with regard to all matters arising from it.  All correspondence and documents arising from and in connection with the Subcontract shall be in English.

The Subcontractor:

*  Shall provide for all builders works required for the completion of his works. Full details to be submitted with tender.

*  Shall ensure that he complies with the requirements of the WBC health & safety policy.

*  Is deemed to have included for all attendances required for his subcontract works.

*  Shall allow for all testing and provide samples required.

*  Is deemed to have allowed for all interfaces with other trades and packages. Sole access is not guaranteed.

*  Shall provide PPE for his workforce. Individuals do not have the correct PPE it will result in exclusion from site at the expense of the subcontractor. If PPE is provided by WBC it will be contra charged to the subcontractors account at cost +100%

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