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Terms and Conditions

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Contracted Services

1.1

Richardson engages the Sub-Contractor to execute and complete the Sub-Contract Works as defined from time to time and the Sub-Contractor agrees to provide such Sub--Contract Works upon the terms and conditions below and subject to the information contained in the Pre-Qualification Questionnaire.

1.2

The Sub-Contractor is responsible for ensuring the work is carried out and it shall be the Sub-Contractor’s responsibility at all times to provide sufficient labour to maintain the rate of progress laid down from time to time by Richardson.

1.3

Subject to the express written consent of Richardson the Sub-Contractor may sub-contract the whole or any part of the Works to another contractor provided that the other contractor has suitable skills and experience to do the work. The Sub-Contractor shall be responsible for all payments to the other contractor which shall have no contractual, financial or legal relationship with Richardson.

1.4

Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee, agency, or partnership between the Sub-Contractor and Richardson. The Sub-Contractor warrants and represents to Richardson that it is an independent contractor. The Sub-Contractor shall indemnify and keep Richardson indemnified for all time on demand from and against all claims, costs, liabilities and expenses incurred, directly or indirectly, in respect of any claim or determination that the Sub-Contractor is an employee, agent or partner of Richardson.

Sub-Contractor’s Obligations

2.1

The Sub-Contractor shall appoint and identify a competent person to supervise the Sub-Contract Works and to be its representative in relation to the Sub-Contract Works. The representative will receive and act on any directions given by Richardson, and on Richardson’s request attend management and site meetings. Such duties shall be deemed to be included in the Sub-Contractor’s Price.

2.2

If required by Richardson the Sub-Contractor will provide Richardson with the name(s) of all of those persons it proposes to be engaged upon the Sub-Contract Works and for each such person their employment status, their proposed role and a brief description of their experience and qualification to fulfil the proposed role. Richardson may, acting reasonably, reject any person or persons proposed by the Sub-Contractor in which case the Sub-Contractor will propose an alternative person or persons at no additional charge to Richardson.

2.3

Should the Sub-Contractor wish to replace one or more of the persons performing the Sub-Contract Works the procedures in clause 2.2 above must be followed for each proposed replacement. When required by Richardson, the Sub-Contractor will provide up to 2 weeks of overlapping on the job training for the replacement person at no charge to Richardson.

2.4

The Sub-Contractor shall perform the Sub-Contract Works with all reasonable skill, care and diligence and in accordance with all relevant legislative and statutory requirements. In the absence of any specific reference to quality of works or materials, the specification of works and materials must comply with the relevant British and European Standards or Codes of Practice and all Statutory Requirements.

2.5

If in the opinion of Richardson reasonable progress in the performance of the Sub-Contract Works is not being maintained by the Sub-Contractor, Richardson may (upon giving notice to the Sub-Contractor) progress carrying out of the whole or any part of the Sub-Contract Works by the deployment of additional persons or additional materials. The parties agree that any works carried out by such additional persons shall be deemed to have been carried out by the Sub-Contractor save that the Sub-Contractor shall not be entitled to payment for such work and the Sub-Contractor shall be fully responsible for any defects in such work. Richardson may at its election:

(i)	remove any part of the Sub-Contractor Works from the Sub-Contractor and engage others to carry out these works. The Sub-Contract Price shall be reduced by the value of the removed part (including an allowance for profit and overheads attributable thereto); and
(ii)	recover from the Sub-Contractor any additional expenditure so incurred by Richardson as a debt or deduct any additional expenditure so incurred from any monies due or to become due to the Sub-Contractor under this Agreement.

2.6

The Sub-Contractor must be able to prove its commitment to health and safety by providing a CSCS (or similar) card on request. The Sub-Contractor shall be entirely responsible for the safe execution of the Sub-Contract Works and shall comply with all laws and regulations having the force of law in respect thereof and in particular with any site safety regulations with which Richardson may be required to comply and the Sub-Contractor shall indemnify Richardson against all consequences whatsoever of any breach thereof.

2.7

The Sub-Contractor shall be entirely responsible for the accurate setting out of the Sub-Contract Works and for ensuring that the positions, levels and dimensions are correct according to the drawings or such other relevant documents, notwithstanding that Richardson may have assisted the Sub-Contractor therein.

2.8

Richardson’s personnel and persons authorised by them shall at all reasonable times have unrestricted access to the Sub-Contract Works, all other areas of the site and to the Sub-Contractor’s premises where work or materials are being executed, prepared or stored prior to inclusion into the Sub-Contract Works.

2.9

The Main Contract or a copy thereof (excluding the rates or prices payable thereunder) may be inspected during usual business hours at the offices of Richardson and the Sub-Contractor shall be deemed to have full notice thereof. The Sub-Contractor shall observe, perform, comply with and be bound by all the provisions of the Main Contract insofar as they relate to and are applicable to the Sub-Contract Works or any part thereof and are not inconsistent with or repugnant to the express provisions of the Sub-Contract as if the contents thereof had been repeated herein. Insofar as the provisions of the Main Contract and any other document are inconsistent with or repugnant to the Agreement the latter shall apply.

2.10

Insofar as any terms or conditions shall have been sought to be imposed by any quotation or other document issued by the Sub Contractor such terms and conditions shall be unconditionally excluded from the Agreement unless expressly referred to in the Agreement.

Payment Terms

3.1

Richardson shall pay to the Sub-Contractor the Sub-Contractor Price in accordance with the Payment Terms save as varied by the operation of these Terms and Conditions.

3.2

Compliance with the Payment Terms (as amended by these Terms and Conditions) is a condition precedent to the Sub-Contractor’s entitlement to interim payment hereunder.

3.3

Subject to the above payment to the Sub-Contractor shall become due on the expiry of 14 days from the date that Richardson receives the Sub-Contractor’s invoice in accordance with the Payment Terms.

3.4

The final date for payment shall be a date 28 days from the date when payment becomes due.

3.5

Not later than 25 days after the date when payment becomes due, Richardson shall give notice to the Sub-Contractor specifying the amount of the payment proposed to be made against the invoice and the basis on which the amount is calculated.

3.6

Not later than 1 day before the final date for payment Richardson shall give notice to the Sub-Contractor specifying any amount proposed to be withheld and the ground or grounds for withholding payment.

Equipment and Materials

4.1

The Sub-Contractor will provide all labour, plant, tools, equipment, personal protective equipment, scaffolding and materials as are necessary for the proper completion of the Sub-Contractor Works. Where labour and/or plant and/or tools and/or equipment and/or scaffolding and/or materials are provided by Richardson, a reasonable adjustment will be made to the Sub-Contract Price taking into account the cost to Richardson of supplying these items and a reasonable allowance for profit and overheads.

4.2

The Sub-Contractor will provide all transport necessary for the proper completion of the Sub-Contract Works.

Standard of Work

5.1

The Sub-Contractor must at all times carry out and complete the Sub-Contract Works with due diligence and in a proper and workmanlike manner.

5.2

The Sub-Contractor shall during the course of and on completion of the Sub-Contract Works clear away all rubbish resulting from the execution of the Sub-Contract Works, depositing such rubbish as directed by Richardson. The Sub-Contractor shall provide Richardson with any disposal certificates as may be required. The Sub-Contractor shall remove from site all of its plant and tools and shall leave the site clean and tidy.

Sub-Contractor’s Design Responsibilities

6.1

Insofar as the Sub-Contractor is required to carry out any design of the Sub-Contract Works the Sub-Contractor warrants to Richardson that:

6.11

it is a qualified and professional design and build contractor, experienced in carrying out work of a similar type, nature and complexity to the Sub-Contract Works;

6.12

it will execute and complete the design and construction of the Sub-Contract Works in accordance with the standards to be expected of a professional as defined in clause 6.1.1 and in accordance with current good practice;

6.13

the Sub-Contract Works when completed will comply with these Terms and Conditions to any requirements made known by Richardson and with all statutory requirements;

6.14

it will not do anything pursuant to this Agreement or otherwise that shall contravene the terms of any planning permission or consent applicable to the Sub-Contract Works.

Professional Indemnity Insurance

7.1

Insofar as the Sub-Contractor is required to carry out any design of the Sub-Contract Works the Sub-Contractor warrants to Richardson that it has at all relevant times maintained and will continue to maintain for a period of 12 years from practical completion of the Main Contract works professional indemnity insurance with a reputable insurance company with a limit of indemnity of not less than 500% of the Sub-Contract Price in respect of each and every claim to cover any claims made under this Agreement against the Sub-contractor in relation to the Sub-Contractor Works.

Responsibilities for injuries to Persons or Property

8.1

The Sub-Contractor shall be liable for and shall indemnify Richardson against

(i)	all personal injury to or death of any person; and
(ii)	and damage to or loss of any property; and
(iii)	any loss or expense incurred by Richardson in consequence of any actions or claim arising out of any negligence, default or breach of contract by the Sub-Contractor or any of the Sub-Contractor’s employees, agents or sub-contractors.

8.2

Without prejudice to its liability under Clauses 8.1 above, the Sub-Contractor shall take out and maintain such insurance policies as are necessary to cover the liability of the Sub-Contractor, its employees, agents and sub-contractors referred to in clause 8.1 and shall provide upon demand by Richardson copies of such insurance certificates and premium receipts

Executing and Completing the Sub-Contract Works

9.1

The Sub-Contractor shall commence the Sub-Contract Works within seven days after the receipt of a written notice to do so from Richardson and shall complete the Sub-Contract Works or any section thereof within the period or periods specified for such completion in the Sub-Contract or within any such extended period or periods as may be granted pursuant to the Agreement. If no period for completion is so stated the Sub-Contractor shall complete the Sub-Contract Works so as to meet the requirements of the programme under the Main Contract.

9.2

If the Sub Contractor fails to complete the Sub-Contract Works or any section thereof in accordance with clause 9.1 hereof it shall pay or allow to Richardson a sum equivalent to any loss or damage suffered or incurred by Richardson and caused by the failure of the Sub-Contractor as aforesaid including but not limited to such liquidated and ascertained damages or costs as Richardson may be liable to pay or may otherwise incur and which arise in consequence of such failure. Richardson shall be entitled to deduct any sum payable under this provision from any amount or amounts which may at any time be due or have become due to the Sub-Contractor under this or any other agreement or so far as not satisfied by any such deduction shall be recoverable from the Sub-Contractor as a debt due and owing to Richardson.

9.3

If the Sub-Contractor shall be delayed in the execution of the Sub-Contract Works by any circumstances or occurrence (other than any breach of the Sub-Contract by the Sub-Contractor) by which Richardson is granted an extension of time for the completion of the Main Contract then in any such event the Sub-Contractor shall be entitled to such extension of time or times for completion of the Sub-Contract Works as may in all circumstances be fair and reasonable but in any event limited to the extension of time or times granted for completion of the Main Contract, provided always that it shall be a condition precedent to the Sub Contractor’s right to an extension of time or times for completion that it shall forthwith give written notice to Richardson as soon as it becomes reasonably apparent that the commencement, progress and completion of the Sub-Contract Works or any section thereof is being or likely to be delayed including, insofar as the Sub-Contractor is able, the cause or causes of the delay together with an estimate of the extent, if any of the expected delay and that the Sub-Contractor shall in all cases have taken or shall take such action as may be deemed by Richardson to be reasonable to minimise or mitigate the consequences of any such delay.

10.

Variations

10.1

The Sub-Contractor shall not make any variations to the Sub-Contract Works whether by way of additions, modification or omission except as may be instructed by Richardson in writing to the Sub-Contractor

10.2

If the Sub-Contractor receives an instruction otherwise than under clause 10.1 hereof it shall forthwith refer the same to Richardson which shall issue directions thereon within a reasonable time and the Sub-Contractor shall only act upon such instruction as is issued in writing by Richardson.

10.3

All variations to the Sub-Contract Works authorised pursuant to clause 10.1 hereof shall be valued in the manner provided herein and the Sub-Contract Price shall be adjusted accordingly.

10.4

The value of all variations shall be ascertained by measurement and by reference to the rates and prices specified in the Agreement or rates and prices analogous thereto. In the event that there are no such rates and prices or if they are not applicable then such value shall be ascertained by valuation which in the opinion of Richardson is fair and reasonable having regard to all the circumstances.

11.

Damaged Goods

11.1

Notwithstanding the provisions of clause 14 the Sub-Contractor shall be responsible for loss of or damage to all materials or goods properly on site for incorporation into the Sub-Contract Works until practical completion is achieved under the Main Contract other than any loss or damage due to any negligence, omission or default of Richardson, its servants or agents, or of the employer under the Main Contract or any person for whom the employer is responsible.

12.

Defects in Sub-Contract Works

12.1

The Sub-Contractor shall be under a similar liability in respect of any defects in the Sub-Contract Works as apply to Richardson under the provisions of the Main Contract and shall accept and comply with the reasonable directions of Richardson in this regard at no additional cost to Richardson.

12.2

Notwithstanding the provisions of clause 12.1 Richardson may, at its sole discretion, elect to instruct and appoint others to remedy any defects in the Sub-Contract Works and the Sub-Contractor shall be liable to indemnify Richardson against any losses, costs or expense incurred by Richardson as a result.

13.

Determination

13.1

Without limitation Richardson may immediately terminate the engagement of the Sub-Contractor under this Agreement. No Prior notice is required.

13.2

In the event of Richardson determining the engagement of the Sub-Contractor Richardson’s total liability to the Sub-Contractor shall be any sum reasonably determined by Richardson as being a fair and reasonable value for the work completed and materials on site less the cost of remedying any defective works and removing goods and materials from site and less any amounts paid prior to the termination.

14.

Title in Goods

14.1

The property in all goods and materials incorporated or to be incorporated in the Sub-Contract Works passes to Richardson on delivery to site or when the value of such materials and goods is incorporated in an interim payment paid by the employer under the Main Contract, whichever is the earlier.

15.

Tax Liabilities

15.1

Richardson and the Subcontractor shall each comply with the law on tax deduction including the Construction Industry Tax Deduction Scheme or equivalent at the prevailing time.

15.2

Richardson may require the Sub-Contractor to furnish proof of National Insurance contribution payments due in accordance with current DSS legislation.

15.3

The Sub-Contractor hereby agrees to indemnify Richardson in respect of any claims that may be made by the relevant authorities against Richardson in respect of income tax or National Insurance or similar contributions relating to the Sub-Contract Works.

16.

Collateral Warranties

16.1

The Sub-Contractor shall enter into a Collateral Warranty or Collateral Warranties if required by Richardson in favour of Richardson or others in terms reasonably required by Richardson.

17.

Notice

17.1

Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the Registered Office or last known address of the other party and any receipt issued by the postal authority shall be conclusive evidence of the fact and date of posting of any such notice.

17.2

These Terms and Conditions may only be varied with the written agreement of Richardson. These Terms and Conditions shall apply to all contracts for works for Richardson by the Sub-Contractor.

18.

Confidentiality

18.1

The Sub-Contractor shall not without Richardson’s prior written consent disclose to any person other than Richardson or use otherwise than for the purpose of carrying out the Sub-Contractor Works any information received by the Sub-Contractor before or after the date of this Agreement concerning the Sub-Contract Works or relating to any products or operations of Richardson’s providing that the information

(i)	is acquired from Richardson or is specific to Richardson’s business; and
(ii)	has not been developed or generated independently by the Sub-Contractor; or
(iii)	was not in the Sub-contractor’s possession prior to receipt from Richardson; or
(iv)	is not in the public domain at the time of disclosure to the Sub-Contractor or at any time after its disclosure to the Sub-contractor, through no breach of this Agreement by the Sub-Contractor, or
(v)	is not required to be disclosed pursuant to any court order or statutory or other legal requirement.

19.

Law, Jurisdiction and Dispute Resolution.

19.1

The Agreement shall be construed and operate as an English Contract and in conformity with English Law and the English Courts shall have exclusive jurisdiction over any disputes under or in connection with the Agreement.

19.2

The Agreement forms the entire contract between the parties.

19.3

In the event of any breach or breaches of the Agreement, Richardson shall not be liable to the Sub-Contractor in respect of any resulting loss of profit, business, revenue, goodwill, anticipated savings, or indirect or consequential loss or damage. The Sub-contractor acknowledges that it has agreed the Sub-Contractor Price in the light of this provision.

19.4

The Contractor’s entire liability and the Sub Contractor's exclusive remedy in respect of any matter arising out of or pursuant to Agreement (including any breach or alleged breach of the Agreement howsoever a head of damage may be formulated) shall be limited to such remedies and such amounts as are expressly stated in the Agreement.

19.5

Except insofar as the Contractor otherwise gives its written agreement, the Sub Contractor shall deal only with the Contractor in all matters whatsoever relating to the Agreement.

19.6

If any dispute or difference arises under or pursuant to this Agreement either party may at any time refer it to Adjudication in accordance with the provisions of the Housing Grants, Construction, and Regeneration Act 1996. The nominating body for the purpose of nominating the adjudication shall be the Royal Institution of Chartered Surveyors.

20.

Definitions

In these Terms and Conditions the following expressions shall have the following meanings except where the context otherwise requires:
Richardson – R. R. Richardson Limited.

Sub-Contractor – the company, firm or person appointed by Richardson to execute the Sub-Contract Works.
Agreement – The express provisions of these Terms and Conditions and any other documents incorporated herein or appended hereto including but not limited to the purchase order.
Main Contract – the contract between Richardson and Richardson’s client containing the obligation to complete the Sub-Contract Works.
Sub-Contract Price – the entire sum payable under the Sub-Contract in respect of the Sub-Contract Works.
Sub-Contract Works – the works to be executed by the Sub-Contractor as described in the Agreement.

Payment Terms – the payment terms attached to or referred to in this Agreement which the Sub-Contractor is deemed to have received.

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