Rock International Holdings Limited - GENERAL CONDITIONS OF PURCHASE
1. Definitions In this Agreement Rock International Holdings Limited shall hereinafter be referred to as "the Company" or “the Purchaser” and the person company or firm to whom this order is addressed or who accepts this order shall hereinafter be referred to as "the Supplier".
2. Terms & Conditions All standard terms and/or conditions appended to or forming part of a quotation or contained or referred to in any document of the Supplier shall be deemed to be null and void. No terms or conditions other than those expressed herein and appearing in the Companys Order shall be incorporated into this Agreement unless expressly agreed to by the parties in writing. These General conditions shall be subject to such further Special conditions as may be prescribed in writing by the Company. In the event of a conflict between the General and Special conditions the Special conditions shall prevail.
3. Prices Prices quoted by the Supplier shall be fixed and shall include delivery and packaging. The Company will not accept a variable price quotation or a quotation for prices prevailing at the date of delivery or the like.
4. Packaging The Supplier shall ensure that all goods are properly packaged to survive transit and to resist pilferage, distortion, corrosion or contamination and that all goods are clearly and legibly labelled and addressed.
5. Payment
5.1. The Company shall make payment in respect of the goods and/or services supplied 60 days from end of month of invoice. The invoice must reach us by the 10th day of the month following the month of delivery to avoid a delay in payment. Payment by the Company or any signature on behalf of the Company on delivery notes and the like shall not constitute acceptance that the Suppliers obligations under this Agreement have been fulfilled.
5.2 In the event that payment is not made by the Company in accordance with 5.1 above the Supplier shall have the right to claim interest on any sums overdue at the Base Rate of the Bank of England from time to time, per annum from the date when payment became due until the date of payment PROVIDED ALWAYS that the Supplier shall have no right to claim such interest in the event of non-payment or late payment due to any breach of the Suppliers obligations under this Agreement or under any Statute.
5.3 In the event that the supply under this Contract includes related services or installation, then the Supplier must be in receipt of a valid Sub-Contractor Order for the works and will be bound by the payment provisions therein.
6. Delivery and Time The Supplier shall deliver and unload the goods to the point of delivery stated in the Companys order not later that the date for delivery stated therein or subsequently agreed. It is hereby agreed that time shall be of the essence of this Agreement. If the Supplier fails to deliver the goods or supply the services by the date specified in the Companys order or subsequently agreed then the Supplier shall pay and/or allow to the Company the amount of whatever loss, expense or damage that the Company has suffered or shall suffer by reason of such delay. The Company may deduct the amount of such loss expense or damage from any monies due or to become due to the Supplier and any shortfall shall be payable by the Supplier to the Company.
7. Documentation The Supplier shall ensure compliance with the following:-
7.1 All correspondence bears the Companys order number. Verbal orders will not be accepted.
7.2 All Invoices and Statements show separately the VAT rate and the amount of VAT charged and the Suppliers VAT Registration number.
7.3 To enable the Company to comply with its obligations under the Control of Substances Hazardous to Health Regulations 1988 as amended in 1994 all substances supplied under this Agreement must be:-
7.3.1 Labelled in accordance with the Classification Packaging and Labelling of Dangerous Substances Regulations 1984 and any amendment thereof. 7.3.2 Provided with necessary data sheets under Section 6 of the Health & Safety at Work Act 1974 at the time of supply.
7.3.3 Where any substance supplied has a Maximum Exposure Level (MEL) or Occupational Exposure Limit (OEL) full details thereof must be supplied.
8. Warranty The goods and/or services must comply in all respects with the descriptions in the Companys order and with any statements or undertakings made by the Supplier or anyone on behalf of the Supplier prior to the Companys order. The goods and/or services must comply in all respects with the specification of the Main Contractor, Architect and BSI where such specification exists. The Supplier undertakes that the goods and/or services shall be of first class quality and the Company has placed its order relying upon the Suppliers skill and expertise and any statements or representations made by the Supplier.
9. Defective Goods and/or Services If the goods and/or services or any part thereof are found to be defective at the time of delivery or performance or at any time thereafter within 12 months of the date of delivery and/or performance then the Supplier shall rectify and/or replace the goods and/or services at the Companys option and at the Suppliers own expense. All terms and conditions of this Agreement shall apply to any such rectification or replacement. This provision shall not affect and shall be without prejudice to the Companys rights and remedies in respect of any breach of the Suppliers obligations under this Agreement or under any Statute.
10. Main Contract The Supplier shall where relevant be covered by the General Conditions, Specifications, Drawings and instructions on the Company’s Main Contract which if relevant may be inspected on request.
11. Property and Risk The property (title) and risk in any goods supplied shall pass to the Company upon payment by the Company therefore or upon fixing of the goods if sooner, but without prejudice to the Companys right to reject the goods if they are unsatisfactory in whole or in part.
12. Cancellation The Company shall be entitled to cancel its order in respect of the goods and/or services at any time prior to delivery and/or performance thereof by giving written notice of cancellation to the Supplier. In the event that the Company so cancels then the Company shall reimburse the Supplier in respect of any direct costs and/or loss incurred by the Supplier by reason of the cancellation and the Company shall not be liable to any further or greater extent.
13. Indemnity The Supplier shall be liable for and hereby agrees to fully indemnify and keep indemnified the Company against all of the following:-
13.1 Any claim whatsoever in contract or tort or otherwise for any direct or indirect loss, expenses, costs or damages in respect of any property real or personal whatsoever and/or any death of or injury to any person whomsoever arising from or caused by or in connection with any defect in or failure of the goods and/or services or part thereof or any error in the Suppliers design or drawings or any act or omission of the Supplier or anyone acting on behalf of the Supplier.
13.2 Any claim for infringement of any letter patent or registered design or trademark or trade name by reason of the use or sale of the goods supplied or performance of the services and also against all costs or damages which the Company may incur in any action for such infringement or for which the Company may become liable in such action.
13.3 Any royalties payable by the Supplier. The Supplier shall not be liable if any claim or loss mentioned above shall be respectively made or caused as a direct result of any negligent act or omission of the Company.
14. Insolvency in the event of the Supplier becoming insolvent, bankrupt or making a composition or arrangement with its creditors or having a winding up order made or a resolution for voluntary winding up made (except for the purpose of reconstruction) or a Receiver, Manager or Liquidator appointed, the Company shall be at liberty to either:-
14.1 Terminate this Agreement immediately by notice in writing to the Supplier or to the Receiver, Manager or Liquidator or to any person in whom this Agreement may become vested as the case may be, or
14.2 Give to such Receiver, Manager, Liquidator or to any person in whom this Agreement may become vested the option of performing this Agreement subject to providing to the Company a suitable guarantee in respect of the performance of this Agreement.
15. Visits The Company shall be entitled to make reasonable visits to any or all of the Suppliers premises for the purpose of inspecting work in progress subject to the Company giving to the Supplier not less than 48 hours notice of such visit.
16. Confidentiality The Supplier shall hold as confidential all information, details, specifications, drawings or any other matter relating to the goods and/or services to be supplied in so far as any or all of the foregoing are provided by or on behalf of the Company or at the Companys expense and shall not disclose these or any of them to any person whomsoever in any manner whatsoever, excepting only disclosure to the Suppliers employees, sub-contractors and suppliers necessary for the performance by the Supplier of this Agreement. All such information, details, specifications, drawings and any other matter including all copies thereof shall be returned to the Company upon completion or termination or suspension of this Agreement.
17. Law & Adjudication English law shall be the proper law of this Agreement and all claims arising from this Agreement shall be settled by reference to the English legal system.
17.1 In the event that the supply under this Contract includes related services or installation the Supplier must be in receipt of a valid Sub-Contractor Order for the works and will be bound by the dispute provisions therein.
17.2 Disputes All disputes between the parties may, if the parties agree, be resolved by arbitration by an arbitrator to be agreed by the parties or in default of agreement to be appointed by the President of the Chartered Institute of Arbitrators.
18. Third Parties This Agreement shall not and shall not purport to confer on any person who is not a party to it any right to enforce any term or condition of this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999.
19. Force Majeure Should events or conditions beyond the reasonable control of either party prevent or impede the due performance of a contract including, but not limited to, acts of God, war, threats or acts of terrorism or similar acts, or any other emergency beyond the parties control, make it inadvisable, illegal or impossible for either party to perform their obligations under the Agreement as they relate to the performance, such party may cancel the Agreement without liability to the other party.
The supplier shall thereafter have no obligation to the company, and the company shall not be required to pay the supplier.
rev 09.07.09
Rock International Holdings Ltd SUBCONTRACT ORDER - General Conditions Rev 1.2
1. DEFINITIONS
1.1 The Company means ROCK INTERNATIONAL HOLDINGS LIMITED
1.2 The Sub-contractor is named in the Sub-contract Order
1.3 Completion Date means the date on which the Company certifies that the Services have been completed in accordance with clause 11
1.4 Contract means the contract between the Company and the Sub-contractor comprising the Order, these Sub-contract Conditions and any documents listed in the Order.
1.5 Contractor means the client to the Company in the Sub-contract Order with whom the Company has entered into a contract for the supply of work and/or services and/or materials, plant and equipment to which the Services relate
1.6 Date of Completion means the date specified in the Sub-contract Order as the date for completion of the Services
1.7 Project means the project in relation to which the Services are provided, brief details of which are set out in the Sub-contract Order.
1.8 Company’s Contract means the contract between the Company and the Contractor (if any) as identified in the Sub-contract Order
1.9 Services mean the services, work and/or goods to be supplied by the Sub-contractor under the Contract as specified in the Sub-contract Order with all necessary personnel materials, plant and equipment to deliver such services, work and/or goods.
1.10 Where the Sub-contract Order specifies the need for documents such as a guarantee or bond, these documents shall be provided before the first payment is made to the Sub-contractor. Where the Sub-contract Order specifies a need for collateral warranties, these shall be provided within 14 days of any request by the Company.
1.11 The Contract is not intended to confer any benefit on a third party nor are any of its terms enforceable by the third party except to the extent (if any) stated on the Sub-contract Order.
2. LIABILITY UNDER THE COMPANY’S CONTRACT
The Sub-contractor will be bound by the terms and conditions of the Company’s Contract which relate to the performance of the Services. The Company shall make available to the Sub-contractor a copy of the Contract (which may omit details of any rates or prices) at its offices, which the Sub-contractor should make arrangements to review. The Sub-contractor shall carry out and complete the Services in accordance with the Company’s Contract insofar as they relate to the performance of the Services.
3. DESIGN, INFORMATION AND DRAWINGS
3.1 Insofar as the Sub-contractor is responsible for design, it shall exercise the level of skill and care reasonably to be expected of the appropriate professionally qualified person holding himself out as competent to provide services of a similar size and complexity to the Services.
3.2 Unless otherwise specified in the Contract, the Sub-contractor shall submit copies of the designs which are prepared for the Company to review and comment and the Sub-contractor after taking account of all comments received from the Company, shall resubmit the designs before implementation. Time periods for review shall be as stated in the Sub-contract Order. If the Company dos not communicate any comments to the sub-contractor within 14 days of receipt of any designs, the Sub-contractor may proceed to implement such designs. No comment or failure to comment shall be treated as any approval by the Company of the Sub-contractor’s designs and the Sub-contractor shall remain solely responsible for its designs.
3.3 The Sub-contractor shall identify any ambiguities or discrepancies in information provided by the Company and the Company shall, in consultation with the Sub-contractor, determine how to resolve them.
4. GENERAL OBLIGATIONS
4.1 The Sub-contractor shall carry out the Services in accordance with the Contract to the reasonable satisfaction of the Company providing all personnel, materials, plant and equipment which are necessary for the safe, efficient and timely performance of the Services.
4.2 Perform and maintain the Sub-Contract works in good order and condition until completed and handed over to the Company and make good any defects free of charge therein appearing during the Defects Liability Period as set out in section 11.
4.3 All goods and materials provided by the Sub-contractor shall (unless otherwise agreed by the Company) be new, of good quality, be environmentally responsible, procured from sustainable sources and conform to the Project requirements.
4.4 The Sub-contractor shall comply with all statutory requirements relevant to the Services including but not limited to adherence to the Working Rule Agreement.
4.5 Observe and perform all obligations under statute or common law relevant to safety regulations including in particular the Health and Safety at Works Acts CDM Regulations and COSHH Regulations. The Sub-Contractor will be required to supply a COSHH assessment and safety policy.
4.6 Provide a programme and method statements in formats content and timing to be agreed with the Company.
4.7 A person who is not a party to this Sub-Contract Order has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Sub-Contract Order.
5. SITE CONDITIONS AND FACILITIES
5.1 The Sub-contractor is responsible for inspecting any site where the Services are to be provided and shall make itself aware of the conditions under which the Services are to be performed including the availability of facilities, activities of other contractors and existence of surrounding property.
5.2 Be entitled at his own risk to the non-exclusive use of any services and facilities provided by the Contractor for common use, The Sub-Contractor shall not adjust or interfere with any common user services and facilities without the consent of the Contractor. The Sub-Contractor acknowledges that any lack of availability of the services and facilities to be provided by the Contractor for common use shall not give rise to any claim for loss or expense.
6. OWNERSHIP OF MATERIALS AND RISK
6.1 Materials (including any goods or plant) to be incorporated in the Sub-contractor’s work shall become the property of the Company on the earlier of the date of their delivery to the site or the date that their value is included in any interim payment to the Sub-contractor.
6.2 All risks in the Services and in the materials (including any goods or plant) provided by the Sub-contractor shall remain with the Sub-contractor until the later of:
6.2.1 the completion of the services to the reasonable satisfaction of the Company; or
6.2.2 the completion of the works of which the Services form part to the reasonable satisfaction of the Contractor
6.3 The Sub-contractor shall maintain adequate insurance against the risks of loss damage or theft of any materials (including any goods or plant) and the injury of any employee or third party during the period set out in clause 6.2
7. PRICE AND PAYMENT
7.1 The Price payable for the Services and/or the method of calculating the Price is shown on the Sub-contract Order.
7.2 The Price may be subject to adjustment in accordance with the Contract.
7.3 The Sub-Contract Order Sum shall be deemed to include all costs and expenses and in particular but without prejudice to the generality of the foregoing the Sub-Contractor shall:
7.3.1 Be required to ensure that adequate labour is on site at all times to properly complete the Sub-Contract Works within the programme period and in accordance with any amendments thereto.
7.3.2 Provide at all times competent supervision which shall be responsible to the Company for progress and quality of the Sub-Contract Works. Attendance at any meetings called by the Company shall form a part of this supervision.
7.3.3 Include all plant, tools, materials, power and fuel necessary for the completion of the Sub Contract Works.
7.3.4 Take all site dimensions, agree all dimensions with the Company and check site dimension in relation to the drawings and will accept full responsibility for the accurate setting out of the Sub-Contract Works.
7.3.5 Not claim for payment of overtime unless specifically ordered by the Company in writing.
7.3.6 Conform with the provisions of the most current Pollution Act in the context of the control of the emission of noise.
7.3.7 Allow for all necessary measures to reduce levels of dust, noise etc. 7.3.8 Be totally responsible for unloading, hoisting, stacking and protecting all materials, plant, storage etc. in connection with his Sub-Contract Works. Handling and moving materials to final place of fixing is the responsibility of the Sub-Contractor.
7.3.9 Provide for all necessary protection and maintenance for the Sub-Contract Works from damage and inclement weather until Practical Completion of the Project.
7.3.10 Clear away all rubbish and debris as it accrues to a point designated by the Company at all times and provide for cleaning the whole of his Sub-Contract Works on completion and leave the same to the entire satisfaction of the Company.
7.3.11 Be responsible for loss of or damage to materials or goods properly on site for incorporation into the Sub-Contract Works until practical completion of the Sub-Contract Works or where the Company has put in place Contractors’ All Risk Insurance be responsible for any claim excess required by that policy.
7.4 The Sub-Contractor shall be entitled to payment in the following manner:
7.4.1 By monthly payments of the value of the work executed less retention and discount at the percentages stated overleaf. The dates for application are shown overleaf or attached and in the absence of such dates the final dates for application will be the last working day of the month. If the Company has not received the sub-contractor application by the dates given he must apply in line with the next application date. Applications must show the gross cumulative value, cumulative retention and discount, previous cumulative payment and net value applied for in the month. The due dates for payment shall be 60 days from end of month of application date. No later than 5 days after the payment becomes due to the Sub-Contractor or would have become due if the Sub-Contractor had carried out his obligations under this Sub-Contract Order the Company shall give the Sub-Contractor notice specifying the amount (if any) of the payment made or proposed to be made and the basis on which that amount was calculated. Such notice shall include any deduction or set off the Company proposes to make from any sum due under this Agreement. The notice shall specify the amount proposed to be withheld and the grounds for withholding payment or, if there is more than one ground, each ground and the amount attributable to it.
7.4.2 If the Company fails to pay any amount in full by the final date for payment and no effective notice to withhold payment has been given under clause 7.4.1 the Sub-Contractor may suspend performance of his obligations under this Sub-Contract Order upon giving the Contractor 7 days notice in writing of his intention. The Sub-Contractors right to suspend ceases immediately when the Company pays in full the relevant amount due.
7.4.3 On issue of a certificate of practical completion of the Project half of the amount retained will be released provided always that the Sub-Contractor has provided to the Company a set of drawings and information showing or describing the Sub-Contract Works as built and, if applicable, the Operation & Maintenance manual or relevant section thereof.
7.4.4 On expiry of the defects liability period and in receipt of the making good defects certificate the final account value of the work less previous payments shall be calculated and a Final Account Certificate issued which shall be conclusive evidence of the amount due to or from the Sub Contractor.
7.4.5 The Company shall not make any payments which may be due to the Sub-Contractor until such time as the Sub-Contractor has notified the Company of a valid Unique Tax Reference (UTR). Non payment of sums which would otherwise be due save for the operation of this clause shall not relieve the Sub-Contractor of any of its obligations under this Sub-Contract Order.
8. LIABILITY AND INSURANCE
8.1 The Sub-contractor shall make good all losses and claims for injury or death of any person or damage to any property in connection with the Services incurred by the Company and all related liabilities, costs, proceedings and expenses except to the extent that they are attributable to the Company’s negligence or default.
8.2 The Sub-contractor shall make good all direct losses and costs incurred by the Company which are due to the act, omission or default of the Sub-contractor including but not limited to any loss arising under the Company’s Contract or damage to site plant and equipment.
8.3 The Sub-contractor shall take out and maintain with reputable insurers the insurances specified in the Sub-contract Order upon terms (including exclusions and deductibles) reasonably acceptable to the Company.
8.4 Evidence that the insurances remain in force and premiums have been paid shall be provided to the Company whenever reasonably requested.
9. PROGRAMME
9.1 With effect from the commencement date set out in the Sub-contract Order, the Sub-contractor shall carry out and complete the Services on or before the Date of Completion.
9.2 The Company shall keep the Sub-contractor informed of the progress of the design and/or works of which the Services form part and may amend the commencement date and the Date of Completion by not less than 7 days notice to the Sub-contractor (or such shorter period as the Sub-contractor may agree).
9.3 The Sub-contractor shall carry out the Services regularly and diligently and in accordance with any programme that the Company and the Sub-contractor agree to work as set out in, or attached to, the Sub-contract Order (as amended from time to time with the agreement of the parties or in accordance with notice given by the Company in accordance with clause 9.29.4 If the Sub-contractor fails to perform in accordance with clause 9.3 or if, in the reasonable opinion of the Company, the Sub-contractor is failing to proceed in a manner that will enable the Services to be completed by the Date of Completion, the Company may serve not less than 48 hours notice on the Sub-contractor of its intention to provide additional resources. If, in the reasonable opinion, of the Company, the Sub-contractor has not taken steps necessary to comply with its obligations within the period of the notice, the Company may provide additional resources to enable the Sub-contractor to comply with its obligations and the Sub-contractor shall refund to the Company the cost of any such additional resources.
10. INSTRUCTIONS
10.1 The Sub-Contractor shall comply with all reasonable orders of the Contractor to vary the Sub Contract Works.
10.2 Variations will be priced using the scheduled rates where applicable, or pro-rata thereto. New items of work to be at prices agreed prior to the time of execution.
10.3 The term "Variation" means the alteration or modification of the design, quality or quantity of the Sub-Contract Works shown upon or referred to in the drawings, scope of work or specification(s). No variation will be deemed to have been instructed unless and until confirmed in writing by the Contractor. No approval expressed or implied by the Contractor shall relieve the Sub-Contractor of his responsibility under this Sub-Contract.
10.4 Daywork rates for labour shall be fully inclusive of all costs associated with the employment of labour in accordance with the definition of prime cost of daywork published by the Royal Institution of Chartered Surveyors.
10.5 Where the Sub-Contractor considers that work to be executed may be of daywork nature he shall advise the Company accordingly prior to commencing work and if the Company agrees in writing the rates provided herein shall apply.
10.6 Where the Company has agreed daywork applies the Sub-Contractor shall submit Record Sheets on a daily basis which shall only be valued when countersigned by the Company whose decision in these respects shall be final and binding.
11. COMPLETION AND DEFECTS LIABILITY
11.1 The Sub-contractor shall give the Company at least seven days notice of its intention to request the Company’s certification of completion of the Services. After satisfactory inspection and completion of any final tests, the Company shall certify the Completion Date.
11.2 Where a rate for liquidated damages is set out in the Sub-contract Order the Sub-contractor shall be liable for liquidation damages if it fails to complete by the Date for Completion at the rate specified from the Date for Completion until the date that the Services are certified as complete in accordance with clause 11.1.
11.3 The defects liability period during which all defects notified to the Sub-contractor shall be remedied at its expense shall be accordance with the provisions of any Company’s Contract and otherwise shall be 12 months commencing on the Project Completion Date unless otherwise stated in this Order.
12. COPYRIGHT AND PATENTS
12.1 The Sub-contractor grants to the Company an irrevocable, assignable, royalty free licence to use copy and reproduce all designs, plans, models, drawings, specifications, programmes, schedules, and any other materials created or supplied by him prepared in connection with the Services. Copyright shall remain with the Sub-contractor.
12.2 Any royalties payable in respect of any patents, processes or inventions shall be the sole responsibility of the Sub-contractor. Further, the Sub-contractor shall indemnity the Company against all claims, proceedings, costs and damages incurred by the Company on account of any patent or other intellectual property right infringement by the Sub-contractor or those for whom it is responsible.
13. ASSIGNMENT AND SUB-LETTING
13.1 The Sub-Contractor shall not without the written consent of the Contractor assign the Sub-Contract Works to others.
13.2 The Contractor shall be fully entitled to assign and/or charge or otherwise transfer all of its rights under this Sub-Contract order at any time without the consent of the Sub-Contractor being required. The Sub-Contractor shall within 14 days of receiving written request of the Contractor enter into a deed of novation in a form specified by the Contractor with the effect of novating this Sub-Contract Order to any affiliate of the Contractor or any other Sub-Contractor specified by the Contractor.
13.3 The Sub-Contractor shall not without the written consent of the Contractor sub-let any portion of the Sub-Contract Works. No sub-letting by the Sub-Contractor and no consent of the Contractor shall in any way relieve the Sub-Contractor from his responsibility for the execution and completion of the Sub-Contract Works in accordance with the provisions of this Sub-contract Order.
13.4 The Sub-Contractor shall on receiving a written request from the Contractor enter into a Collateral Warranty Deed with any other third party in the form as specified by the Contractor within 7 days of the said request.
14. TERMINATION
14.1 Without prejudice this Sub-Contract Order may be terminated at any stage by the Company giving five working days notice in writing to the Sub-Contractor.
14.2 The Sub-contractor may terminate the Contract if the Company is overdue in making any payment by more than 30 days after a written demand for payment has been made by the Sub contractor following the final date for payment.
14.3 Upon termination, the Sub-contractor shall comply with the Company’s instructions, including those relating to making safe, protecting and securing any work and vacating any site where the Services are, or were, being provided.
14.4 If the Contract is terminated on account of the Sub-contractor’s default or insolvency the Company may retain all equipment and goods on Site and no further payment to the Sub-contractor under the Contract shall become due until the extra costs of completing the Services have been ascertained and paid by the Sub-contractor. Those extra may be deducted from any amount due to the Sub-contractor and shall otherwise be due as a debt from the Sub-contractor.
15. DISPUTES AND GOVERNING LAW
15.1 The parties shall endeavour to resolve any disputes by direct good faith negotiation between senior executives at the request of either party.
15.2 If not resolved, All disputes and differences regarding any matter arising out of the Sub-Contract Order shall, after written notice by either party to the other, be referred to an Adjudicator. The Scheme for Construction Contracts (as amended from time to time) shall apply to such adjudication and the nominating body for the selection of an adjudicator shall be the Chairman or Vice-Chairman for the time being of the Royal Institute of Chartered Surveyors. The decision of the adjudicator shall be final, unless either party gives notice that it intends to refer the matter to the Courts of England and Wales.
15.4 The Contract is governed by English law.
16. NOTICES
16.1 All notices must be in writing, except in an emergency, in which case an oral notice shall be confirmed in writing by either party within three days.
16.2 Any notice required to be given by the parties or the Contractor shall be in writing and service shall be effected at any office from which the recipient is carrying on business in relation to the Project either:
i) personally when service shall be deemed effective on delivery;
ii) by telex, e-mail or facsimile when service shall be deemed effective at the time of transmission;
iii) by first class post when service shall be deemed effective on the second day after posting.
17. CONFIDENTIALITY
The parties shall not reveal to any third party (except as expressly agreed or as obliged by law or as necessary for the Company o carry out its obligations under any contract relating to the provision of works and/or services form a part) any information exchanged between them, if and to the extent that it is stated or known to them to be confidential, and shall use such information only for the purposes of the Project.
18. SEVERABILITY
If any time any one or more of the provisions of the Sub-contract Conditions becomes invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
Rock International Holdings Ltd CONDITIONS OF TENDER - Rev 1.1
The term 'Customer' hereinafter used shall include the General Contractor and the terms 'our', 'we', or 'us'; shall mean Rock International Holdings Ltd.
1. This quotation is subject to written confirmation on receipt of the customer's order in writing and unless otherwise stated is open for acceptance for a period of 90 days from the date thereon.
2. Unless this quotation indicates otherwise it provides for completion of the work in not more than one visit and we shall be entitled to proceed with the work without interruption.
3. Unless otherwise stated this quotation is based on costs of labour, materials, fuel and transport on the date hereof and we reserve the right to pass on to the Customer any subsequent increases in costs (plus any levy specified in this quotation) which may occur from the date of the quotation up to the date of completion of the work. Basic prices will be submitted on request and the fluctuations clause in respect of wage rates shall apply not only to the hours worked but also to those additional hours payable under the incentive scheme awarded by the Industrial Court No. 2070 1946 or any subsequent amendment thereof. Except where otherwise stated this quotation provides for executing work during normal working hours.
4. Unless this quotation indicates otherwise the rates allow for the following to be carried out or provided by the Customer free of charge:-
(i) The unloading and loading of our plant and materials arriving at or leaving the site and haulage on site.
(ii) Facilities for our plant and material to stand secure on the site adjacent to and convenient for the work.
(iii) Adequate hoisting facilities for the work which shall include crane driver and banksman.
(iv) No barrow run to the total extent of any section of our work shall exceed 150 feet from access/hoisting positions.
(v) All scaffolding, ladders and such other facilities as are necessary to conform with safety regulations shall be provided
(vi) An adequate supply of clean water if necessary.
(vii) Power, temporary lighting and ventilation as required.
(viii) All necessary 'dots' and datum levels to suit the contract requirements for our screeding and levelling works.
(ix) Any temporary covering necessary to protect the building and its contents from the effects of the weather following stripping of its existing covering.
(x) Dry, secure storage for insulation materials, felt and cement etc.
5. Except where otherwise stated in this quotation assumes that preparation of surfaces to receive our work to be carried out by Customer free of charge and shall include:-
(i) Concrete roofs shall be finished with a hard smooth and dry surface free from projections and depressions and shall be clear of all detritus.
(ii) Vertical concrete surfaces to receive mastic asphalt shall be roughened by bush hammering or a key provided by Cemprover/cement Plaskey coating. Brickwork joints shall be raked out to receive mastic asphalt.
(iii) Chases in concrete or brickwork must be not less than 25 mm x 25 mm and shall be pointed subsequently by the Customer.
(iv) Suitable rainwater outlets and other ancillary roof details shall be permanently installed before our work commences.
(v) Movement joint shoulders to be square and true to receive jointing system
6. The Customer shall take any steps as may be necessary for the protection of our finished work from damage by traffic or subsequent building operations.
7. Falls, free of depressions of at least 1 in 80 for bitumen based materials and 1 in 60 for built up felt roofing shall be provided if it is desired that water shall clear, otherwise we shall not be held responsible for water lying on the surface. Where we are installing screeds and have worked correctly to the Customer's datum points the responsibility for the correctness of the falls remains with the Customer.
8. No assurance is given of a watertight joint between mastic asphalt and metal.
9. Where a roof is to be stripped of its existing covering any repairs which may be necessary to the supporting structure shall be effected by the Customer. The cost to ourselves of any delays caused by the carrying out of such repairs shall be reimbursed based on our daywork schedule of charges.
10. Except where otherwise stated all work shall be subject to remeasurement on completion and invoiced accordingly.
11. The signature on our operative's time sheet or elsewhere of the Customer's representative on site shall constitute a valid order for omissions, additions, variations or exception work to be carried out at our Daywork rates current at the time of execution of the work and shall not be regarded as being for record purposes only whether so qualified or not.
12. An agreed contractual programme is to be established prior to the commencement of our works. An instruction to commence from the Customer or his agent shall be taken as evidence that the job is ready. If operatives are sent and the work is not ready, all expenses thereby incurred shall be paid by the Customer.
13. This quotation is based on and subject to the usual conditions relating to strikes, lock-outs, force majeure or any other causes beyond our control.
14. Unless otherwise expressly stated in writing, payment shall be made upon application as follows:
(i) First payment - 95% of the value of materials on delivery to site.
(ii) Subsequent payments - at monthly intervals thereafter against our valuation of works executed and materials on site until completion.
15. In addition to the amount payable by the Customer in respect of any supplies of materials or services arising from this estimate or any addition or variation to this estimate the Customer will pay to us where appropriate any Value Added Tax for which Rock is liable as output tax on the supply made.
