1. DEFINITIONS

The term ‘The Company’ shall mean Parogon Contracts Limited.
The term ‘The Sub-Contractor’ shall mean any company, firm, partnership or individual who contracts for the supply of subcontract work or services to the Company
The ‘Work’ shall mean the goods and/or services described in the contract documents.
The term ‘Purchase Order’ shall mean the Company’s purchase order which specifies that these conditions apply to it.
The ‘Contract’ shall mean the Contract Document (if any) between the Company and the Sub-Contractor, the purchase order, these conditions and any other documents (or parts thereof) specified in the purchase order. Where there is any inconsistency between the contract document and these conditions, the terms of the contract document shall prevail.

2. BASIS OF THE CONTRACT

Except where otherwise agreed in writing and signed by a Director of the Company, the Sub-Contractor shall observe, perform and comply with these conditions. Both parties hereby agree to be bound by these conditions to the exclusion of all others including the Sub-Contractor’s own terms and conditions whether or not expressly contained in or referred to in any subsequent representation or in any other document whatsoever and notwithstanding any previous course of dealing between the parties. Except where otherwise expressly agreed, these conditions shall also apply to all orders subsequently placed by the Company with the Sub-Contractor.
Except where otherwise expressly agreed by the Company, any tender submitted to the Company by the Sub-Contractor shall remain open for its acceptance unless and until the Company shall receive a written notice of its withdrawal.
The Sub-Contractor is deemed to have full knowledge of and so far as they are applicable to the works agrees to comply with the provisions of the Principal Contracts as though the same were incorporated herein and Parogon Contracts were the employer and the Sub-Contractor were Parogon Contracts. Any conditions contained in the Sub-Contractors tender to own terms and conditions shall be excluded.

3. BASIS OF THE TENDER

The Sub-Contractors tender shall be deemed to include everything necessary for the proper execution of the work to meet these conditions. No claims for additional costs will be entertained.
In particular, the tender shall cover the costs of carriage, freight, insurance, export/import duties and all other incidental costs and charges for making delivery, all Consular charges Value Added Tax and other taxes, stamp and other duties, public levies and tariffs of any kind and any other surcharges whatsoever.
The tender shall also be deemed to include for the costs of all necessary labour supervision and any overtime or weekend working which may be necessary for the proper performance of the work in accordance with the contract documents.
The tender shall be deemed to be submitted on a fixed price basis without escalation.

4. PAYMENT TERMS

The Sub-Contractor shall, if required by the Company, provide a surety to be approved by the Company for the performance of the contract. The guarantee shall be in a form to be prescribed by the Company and the costs of preparing completing and stamping shall be borne by the Sub-Contractor.
The amount to be paid to the Sub-Contractor and the timing of the payment to him shall be as defined in the Company’s purchase order.
Unless otherwise stated in the Purchase Order, retention money will be deducted at the rate of 5 per cent. 2.5 per cent will be released on practical completion of the works and the balance of 2.5 per cent at the end of the defects liability period referred to in Clause 10, subject always to the making good of any defects in the work by the Sub- Contractor.
Whenever any sum of money shall be recoverable from or payable to the Sub-Contractor such sum may be deducted from or reduced by the amount of any sum or sums then due or which at any time thereafter may become due to the Sub-Contractor under or in respect of the Contract or any other Contract with the Company.

5. PROGRESS AND COMPLETION

The Sub-Contractor’s attention is drawn to the preliminary programme requirements described in the invitation to tender. The Company will, before placing the Purchase Order, take reasonable steps to settle the contract programme with the Sub-Contractor. The programme requirements for the purposes of the contract shall then be defined in the Company’s Purchase Order, including the hours of working stated herein. Principals and the Sub-Contractor shall not make use of any such information except for the sole purpose of implementing the contract.
The Sub-Contractor shall execute the work in accordance with the said programme requirements and shall keep pace with the progress of the site work and shall proceed with due expedition so as not to cause delay or disruption to the Company or to any trade employed upon the works and to ensure completion to the principal works by the completion date therein subject to any properly granted extension of time.
Upon it becoming reasonably apparent that the regular progress of the work is delayed or disrupted, the Sub-Contractor shall forthwith give written notice of the cause to the Company. The Company may at its discretion grant a fair and reasonable extension of time having regard to any extension which may be granted under the Principal Contract.
If the Sub-Contractor shall default in any of the requirements of this clause he shall pay or allow to the Company such sum as it shall reasonably estimate as being the amount of loss or damage thereby caused, including any damages payable to the Company under the Principal Contract.

6. SPECIFICATION, PLANS DRAWINGS, ETC

Any specifications, plans, drawings, patterns or designs supplied by the Company in connection with the contract shall remain its property and all information contained therein shall be treated as secret and confidential to the Sub-Contractor. The Sub-Contractor shall not divulge any information relating in any way whatsoever to the Company’s business or interest or that of its Principals and the Sub-Contractor shall not make use of any such information except for the sole purpose of implementing the contract.
The Sub-Contractor shall examine all information supplied to him by the Company. All dimensions shall be verified at site by the Sub-Contractor and the Company gives no warranty whatsoever in respect of said information.

7. PROPERTY AND RISK IN MATERIALS

Notwithstanding any other term or condition whatsoever or statute or Common Law to the contrary and irrespective of whether payment has been made, the property in materials supplied shall remain in the Sub-Contractor until they are delivered at the point specified in the Purchase Order and accepted by the Company. Only then shall the property in the materials pass to the Company.
The Sub-Contractor shall be responsible for any loss or damage to the materials until they have been fully, finally and properly incorporated into the work and accepted by the Company.

8. VARIATION WORK

The Sub-Contractor shall forthwith comply with any instruction of the Company requiring a variation to the work and no such variation shall vitiate the Contract. No payment will be made for any variation work without written instruction of the Company.
The price for authorised variation work shall be a matter for agreement provided always that the price to be paid to the Sub-Contractor shall not exceed 80% of the price paid to the Company under the principal contract for the variation work concerned.
Where it is agreed that the price for the variation work shall be calculated on a Daywork basis a rate will be agreed with the Company’s Project Manager and, unless otherwise agreed, a working day shall be deemed to be 8.00am to 5.00pm Monday to Saturday inclusive.
It shall be a condition precedent to payment of any variation work that the Company’s Project Manager shall certify in writing that the said variation work has been completed in accordance with the contract and that where appropriate, he has accepted for record purposes the Sub-Contractor’s written statement of the labour, materials and plant expended on Dayworks.

9. QUALITY INSPECTION AND DEFECTS

The Sub-Contractor shall execute and complete the work including any authorised variations thereto and making good of defects shrinkages and other faults in accordance with the contract documents and to the entire satisfaction of the Company.
The Sub-Contractor shall at all times allow any person nominated by the Company to make any inspection or test in connection with the works but no such inspection or test shall relieve the Sub-Contractor of his obligations under the contract. The Sub-Contractor shall afford all reasonable facilities to the inspection and /or test and the cost of the same shall be deemed to be included in the price. In the case of the Environmental Engineering Work the price shall be deemed to include for the setting up, commissioning and regulation of all equipment installed by the Sub-Contractor, regardless of the source of supply of the equipment concerned.
If any of the materials forming part of the Works shall fail to meet with the requirements of the Contract, the Company may by written notice given at any time reject such goods or materials, irrespectively or whether or not the property risk in them may have passed to the Company. If the Company does not exercise its rights of rejection, the Sub-Contractor shall forthwith rectify the defective materials at his own expense. In the event of any default by the Sub-Contractor in meeting a requirement of this clause the Sub-Contractor shall be liable for all the costs of rectification by others and any consequential loss or damage sustained by the Company arising therefrom.
The Sub-Contractor shall if so required by the Company forthwith rectify any defective material or workmanship at his own expense. In the event of any default by the Sub-Contractor in meeting a requirement of this clause the Sub-Contractor shall pay or allow to the Company the cost of rectification. The requirements of this clause shall remain in force throughout any defects liability period defined in the contract documents and shall operate without prejudice to any other rights or remedies which the Company pay possess.

10. SITE FACILITIES

The Sub-Contractor shall provide at this own expense all facilities which may be needed for the execution of the work. Where the Sub-Contractor at his own request and risk has reasonable free use of any facilities which may be available on site he shall make good at his own expense any damage, loss or injury suffered by the Company as a result of such use. Provided always that the use shall not constitute any liability for the aforesaid facilities.

11. SUB-CONTRACTOR’S DESIGN LIABILITY

Where the work includes the preparation of designs or details then the Sub-Contractor undertakes that such designs and details shall be safe and suitable for their purpose and indemnifies the Company against any loss or damage howsoever caused arising out of or in connection with such designs or details and against all claims or demands by any person in respect of such loss or damage as aforesaid.
The Sub-Contractor shall satisfy himself that any designs for his work included in drawings and specifications forming part of the contract documents shall be fit for the purpose required by the employer. So far as is reasonable the Sub-Contractor shall assume design liability for all such drawings and specifications.
The design, drawings and information shall be executed and delivered up in such a manner that the completion of the work is achieved in accordance with the programme requirements of the Contract.
The Sub-Contractor shall be responsible for, and shall pay the extra cost, if any, occasioned by any discrepancies errors or omissions in the drawings and other particulars supplied by him whether they have been approved by the Company or not.
The Sub-Contractor shall effect and keep in force sufficient insurance against his liabilities under this clause. The Sub-Contractor shall, if required by the Company, make the policies of insurance and premium receipts available to the Company.
In the case of neglect by the Sub-Contractor to effect the insurance the Company shall be at liberty to insure on behalf of the Sub-Contractor to deduct the premium so paid from any monies due or becoming due to the Sub-Contractor.

12. LOSS, INJURY OR DAMAGE TO PERSONS AND/OR PROPERTY

The Sub-Contractor shall not cause damage to or misuse the works, goods or any other property of the Company or its Principals or that of any other Sub-Contractor or person employed upon the site.
Furthermore the Sub-Contractor shall indemnify the Company against and from all claims, causes or action, damages, cost, loss and expense whatsoever in respect of the following.
Personal injury or death of any person or injury or damage to any property arising out of any defects in the goods or workmanship of any other breach of the Sub-Contractor’s warranties, whether express or implied.
Any negligence or breach of duty on the part of the Sub-Contractor, his Sub-Contractors, his or their servants or agents.
Any breach or non-performance or default in performance of this contract by the Sub-Contractor, his servants or agents.
Upon the execution of the contract the Sub-Contractor shall forthwith effect at his own expense all such insurances as may be required by the Principal Contract.
The Sub-Contractor shall produce such evidence as the Company shall require to demonstrate to its satisfaction that the Sub-Contractor has effected appropriate insurances under the contract and that such insurance are in force at all local times.
In the case of neglect by the Sub-Contractor to effect the insurances, the Company shall be at liberty to insure on behalf of the Sub-Contractor to deduct the premium so paid from any monies due or becoming due to the Sub-Contractor.
The Sub-Contractor’s tools and equipment shall be at his sole risk as reqards loss or damage howsoever caused.

13. REMOVAL OF RUBBISH

The Sub-Contractor shall clear away to a dump or other place provided on the site all rubbish resulting from his execution of work and shall keep access to the work clear at all times. The Sub-Contractor upon practical completion of the work shall properly clear up and leave the work and all areas made available to him for the purpose of executing the work clean and tidy to the reasonable satisfaction of the Company. All costs incurred by the Company due to the Sub-Contractor’s non- compliance with this will be deducted from monies owing the Sub-Contractor.
The Sub-Contractor is deemed to have knowledge of, and shall comply with, the terms and conditions of the Control of Pollution Amendment Act 1989.

14. CUTTING AWAY AND SUB-SURFACES

Under no circumstances whatsoever shall any cutting away be done without the prior written authority of the Company.
The Sub-Contractor shall satisfy himself before commencing works as to the suitability of any surfaces to which the Sub-Contractor is to fix, apply or lay his work.

15. USE OF SITE

The site shall not be used for any purpose other than for carrying out the works.

16. INFORMATION

The company shall not be liable to the Sub-Contractor in respect of or in relation to any disruption or delay caused to the Sub-Contractor arising from or in connection with the late receipt or non-receipt by the Sub-Contractor of any instructions, drawings or other information unless the Sub-Contractor has made written application to the Company for such instructions, drawings or other information at a date which is not unreasonably distant from nor unreasonably close to the date on which it is necessary for the Sub-Contractor to receive the same.
Any instructions, drawings or other information relating to the works which are requested from the Sub-Contractor must be provided in due time and so as not to cause any disruption or delay to the works to be performed under the Principal Contract. The Sub-Contractor must ensure that the works are undertaken so as to cause the minimum disturbance delay or disruption to the Company or any Sub-Contractor of the Company or other.
The Sub-Contractor shall pay the Company a sum equal to 30% of the value of any and all work carried out directly for the principal outside the scope of the contract in the period commencing on the date of execution of the contract and ending one year completion of the contract.

17. COMPLIANCE WITH STATUTORY AND OTHER REGULATIONS

The Sub-Contractor shall comply and shall ensure that his Sub-Contractor, servants and agents shall comply with every applicable status Order in Council Regulation or Direction Bye Law or other lawful requirement or instruction. Any breach of the foregoing shall be deemed to be a breach of the contract.
In particular and without prejudice to the generality of the foregoing the Sub-Contractor shall conform to legislation concerned with health and safety and employers liability insurance and obtain every licence, permit or authority that may be required in connection with the work. All electrical work shall comply with the appropriate IEE Regulations and shall be the subject of a certificate by the National Inspection Council.

18. DETERMINATION

The Company shall without prejudice to any other of its rights and remedies determine the contractor for any of the following reasons.
Determination of the Principal Contract.
Failure by the Sub-Contractor to carry out any of the Company’s variations or other lawful instructions.
Failure of the Sub-Contractor to proceed diligently with the manufacture and supply of the goods or execution of the work
Failure of the Sub-Contractor to rectify defective material or workmanship when required to do so.
The Sub-Contractor’s failure to withdraw immediately at the request of the Company any one or more of his employees to whom the Company object or whose presence on the works may contravene the conditions of this or the Principal Contract or may cause labour disputes in the Sub-Contactor’s or any other trade and to replace such employees immediately by others against whom there is not such objection.
Any act of bankruptcy or liquidation on the part of the Sub-Contractor, any deed or arrangement with its creditors, the appointment of a professional liquidator or the allowance of any execution to be levied on its property or obtained against it.
In the event of determination under this clause the Sub-Contractor shall not be entitled to further payment until the materials have been supplied and until the completion of the work by the Company or by others whereupon payment shall be made for the value of any materials accepted up to the date of determination, less the amount of any claim the Company may have arising out of breach of contract by the Sub-Contractor and/or any other sum properly due to the Company from the Sub-Contractor, whensoever and howsoever arising.

19. ASSIGNMENT OR SUB-LETTING

The Company may at its discretion assign the benefits of this contract to others. The Sub-Contractor shall not assign or sub-let the contract or any part thereof without written permission of the Company.

20. LEGAL CONSTRUCTION

This contract is subject to English Law.

21. ARBITRATION

Should any question or dispute arise on any matter of or in connection with the contract the same shall (except where the Principal Contract provides for such to be the subject of the final decision of the Architect or Engineer) be referred for arbitration to some person agreed upon or failing agreement to a person appointed by the President for the time being of the Royal Institute of British Architects or as otherwise provided under the provisions of the Principal Contract. The decision of the said person shall in every case be binding and conclusive on the parties hereto and every reference shall be deemed a submission within the meaning of the Arbitration Act 1950 and Acts amending the same and shall be subject to the provisions of the such Acts,. No Arbitration proceedings are to be commended (unless the Company decided otherwise in writing) until after the date of completion of all works executed under the Principal contract.