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Conditions of Supply to Customers - March 2023
1.Definitions
The definitions in clause apply in these terms and conditions (Conditions)
Contract: the Quotation and the Customer’s acceptance of it in accordance with clause 3 and which incorporate these Conditions
Customer: the person or persons named in the Quotation and who accepts the Quotation.
Goods: the kitchens and appliances agreed in the Quotation to be supplied by PRM to the Customer.
Quotation: a quotation issued by PRM on its standard quotation form in response to a Customer enquiry.
PRM: Dennis & Robinson Limited, trading as Paula Rosa Manhattan.
Services: the installation of the Goods for the Customer by PRM when specified in the Quotation
2.Application of these Conditions
These Conditions shall apply to and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s enquiry, acceptance, correspondence or elsewhere implied by law, trade custom, practice or course of dealing and including the Customer’s own terms and conditions of business.
All the terms of the Contract between PRM and the Customer are contained in these Conditions and the Quotation. No addition to, variation of, exclusion or attempted exclusion of any terms in the Contract or these Conditions or either of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Customer.
Where the Quotation is for more than one item, it shall (following acceptance by the Customer) be regarded as a single Contract for all the Goods and/or Services supplied pursuant to that Contract.
3.Quotations
A Quotation is valid for acceptance for a period of 30 days and shall constitute the legally binding Contract once it has been accepted by the Customer. The Customer must “call off” the Goods and/or Services within six months of acceptance of the Quotation giving such details as are required by PRM for order recognition.
The Customer is advised there is likely to be a call off lead time for delivery of the Goods of 4-5 weeks unless otherwise advised by PRM.
No variations to the Contract will be accepted without first agreeing a reasonable adjustment to the Price (as defined in clause 4) and in any case variations cannot be made following call off. PRM will notify the Customer of the delivery date but requires a minimum of 7 days’ notice if the Customer wishes to change the delivery date.
4.Prices and Availability
The price for the Goods and/or Services will be as shown in the Quotation (the Price).
Appliance obsolescence and Group Deals: Where an appliance is unavailable due to manufacturers discontinuation of the specified model(s), all additional cost(s) are chargeable to the Customer. Where appliances are subject to a customers “group deal” agreement; the price(s) of appliances are subject to any change, variance, discontinuation or alike to the agreement between the Customer and the appliance manufacturer/supplier.
All Contracts are accepted subject to the availability of materials and labour. Where any component or material is discontinued and/or not stocked by PRM due to changes in ranges or components or availability, PRM reserves the right to substitute an alternative component or material of equal or greater standard.
PRM reserves the right at any time to require payment of a deposit from the Customer.
5.Delivery and Installation
It is the responsibility of the Customer to accept delivery of the Goods on the date(s) specified and to have the premises ready for installation if the Contract includes the provision of Services as well. If the Customer is unable to do so PRM reserves the right to charge a storage fee of £100 per kitchen for each week or part of a week pending successful delivery. If PRM has attempted delivery which has been refused by the Customer PRM also reserves the right to charge a re-delivery fee of £ 250 per re-delivery. Where the Customer is unable, for whatever reason, to provide access to its premises to allow PRM’s installation team to commence work PRM shall be entitled to charge the Customer £250 per day on each occasion that access cannot be granted.
6.Timings
PRM shall use all reasonable endeavours to adhere to timings given to the Customer but time shall not be of the essence for any such timings.
7.Accuracy of Plans and Drawings
PRM accepts no responsibility for the accuracy of any plans or drawings supplied by the Customer. It is the Customer’s responsibility to check that all dimensions are correct prior to accepting the Quotation and / or making a call off.
If the Customer is ordering goods not supplied by PRM, the Customer is responsible for ensuring such goods are suitable for use with the Goods being supplied by PRM.
8.Payment
Payment in full of the Price is to be made 30 days from the date of invoice (the Due Date). An invoice will normally be raised by PRM following delivery of the Goods or completion of the Services as evidenced by a completion certificate signed by the site supervisor or his representative, whichever is relevant.
However in the event that the installation of the Goods under a particular Contract is scheduled to last more than 5 working days, PRM reserves the right to invoice the Customer at the end of each 5 day period (for this purpose also a Due Date) for the value of the Goods and Services delivered and the Customer shall make payment of the sum notified (on account of the Price) within 30 days thereafter. If the Customer fails to make payment by the Due Date PRM reserves the right to suspend in whole or in part delivery and /or installation of any further Goods the subject of that Contract until full payment has been made.
Any purported attempt by the Customer to incorporate any retention or LAD provisions into the Contract will be not be valid or binding on PRM.
All prices are exclusive of VAT.
PRM reserves the right to charge interest at the rate of 4% above the base rate for the time being of Nordea Bank London or 8% per annum whichever is higher for any amounts not paid by the Due Date.
The Customer has no right to set off any amount it owes to PRM under the Contract against any amount PRM may owe to the Customer under the Contract or any other contract between PRM and the Customer. The Customer’s common law right of set off is excluded.
9.Property and Risk
Risk in the Goods passes on delivery.
Title to the Goods passes only when the Customer has paid the Price in full.
10.Warranty period
In the unlikely event of mis-delivery or faults apparent on delivery, PRM will use all reasonable endeavours to resolve them as soon as possible.
PRM guarantees that the Goods (excluding appliances see 10.3 below) and/or Services are free from workmanship or materials defects for a period of two years from delivery (in the case of a Goods only Contract) or two years from completion of the Services, whichever is appropriate. Fair wear and tear is excluded from the scope of this guarantee.
Appliances are subject to manufacturers warranty’s.
11.Limit of liability
PRM will not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any negligence or breach of performance by PRM of any Contract.
Except in the case of death or personal injury caused by PRM’s negligence, the maximum liability of PRM under any Contract shall limited to 10% the Price of that Contract.
12.Subcontractors
PRM shall be entitled to engage subcontractors to carry out all or part of the Services but PRM shall continue to be responsible to the Customer for the performance of the Contract.
13.Events outside the control of PRM
There may be certain situations or events which occur which are not within the reasonable control of PRM. If one of these occurs PRM will normally attempt to recommence performance as soon as the situation which has stopped PRM from performing the Contract has been resolved. In such circumstances there may be a delay before PRM can recommence performance under the Contract but PRM will not be liable for any such delay beyond its reasonable control.
If the delay continues for 60 or more days then either or PRM or the Customer may cancel the particular call off which has been affected by the delay provided the Customer pays all sums due to PRM for Goods already manufactured to its specification pursuant to the cancelled Contract.
14.Design rights
If PRM produces any designs or drawings for the Customer, the copyright and all other intellectual property rights in such designs and/or drawings shall remain in PRM’s ownership but PRM will agree to licence the Customer to use them on a non-exclusive, royalty free basis.
15.Third parties
Nothing in these Conditions shall confer any rights on any person which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
16.Waiver
No waiver by PRM of any breach by the Customer of these Conditions shall constitute a waiver of any other breach. No failure by PRM to exercise any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.
17.Dispute resolution
In the event that any dispute, difference or claim arises out of any Contract the authorised representatives of PRM and the Customer first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. The right to refer the dispute to arbitration is without prejudice to either party’s right to commence legal proceedings.
18.Laws of England
All Contracts are subject to and will be construed in accordance with the laws of England and PRM and the Customer submit to the non-exclusive jurisdiction of the English courts.
Conditions of Purchase of Goods - Sept 2016
1.Definitions
The definitions in this clause apply in these terms and conditions (Conditions).
Code of Conduct: PRM’s policies and codes of conduct as set out on PRM’s website, as may be amended from time to time by PRM.
Contract: the Purchase Order and the Supplier’s acceptance of it in accordance with condition 3.3 and which incorporate these Conditions.
PRM: Dennis & Robinson Limited, trading as Paula Rosa Manhattan.
Goods: the products and/or materials as agreed in the Contract to be purchased by PRM from the Supplier.
Purchase Order: PRM’s written instruction on its standard purchase order form to supply the Goods, incorporating these Conditions.
Supplier: the person, firm or company who accepts the Purchase Order in accordance with condition 3.3.
2.Application of these Conditions
These Conditions shall apply and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Supplier’s quotation, acceptance, correspondence or elsewhere or implied by law, trade custom, practice, course of dealing and including the Supplier’s own terms and conditions of sale.
All the terms of the Contract between PRM and the Supplier are contained in these Conditions and the Purchase Order. No addition to, variation of, exclusion or attempted exclusion of any terms in the Purchase Order or the Contract or these Conditions or any of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Supplier.
Where the Purchase Order is for more than one item, it shall (following acceptance by the Supplier) be regarded as a single Contract for all Goods supplied pursuant to that Purchase Order.
3.Effect of Purchase Order
PRM shall only be bound by an order if it is issued on a Purchase Order and signed by a duly authorised representative of PRM.
The Purchase Order constitutes an offer by PRM to purchase the Goods subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Supplier shall establish a contract for the sale and purchase of those Goods on these Conditions. Any counter-offer made by the Supplier to supply the Goods on other conditions shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of PRM.
The execution and return of the acknowledgement copy of the Purchase Order form by the Supplier, or the Supplier’s execution, commencement of work or commencement of delivery pursuant to the Purchase Order constitutes acceptance of the Purchase Order on these Conditions by the Supplier.
4.Supplier’s warranty
The Supplier will supply the Goods described in the Purchase Order for the price (Price) stated in the Purchase Order.
The Supplier warrants to PRM that:
the Goods will conform with the quality, description and other particulars of the Goods stated in the Purchase Order;
the Goods will conform to all samples, drawings, descriptions and specifications provided to PRM by the Supplier;
the Goods will conform with all standards referred to in any documentation supplied with the Goods ;
the Goods will be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier, and will be free from all defects in materials, workmanship and installation for the period stated in the Purchase Order or for 24 months from the date of delivery whichever is the longer;
the Goods will comply with all performance and other specifications stated in the Purchase Order, and with all applicable legislation and European Standards for the time being in force;
the sale of the Goods and PRM’s use of them will not infringe any intellectual property rights of a third party.
PRM’s rights under the Contract are in addition to the statutory terms implied in favour of PRM by the Sale of Goods Act 1979 and any other statute.
The provisions in this clause 4 shall survive any delivery, inspection, acceptance, payment or performance pursuant to the Contract and shall extend to any replacement, repaired, substitute or remedial Goods provided by the Supplier.
In performing its obligations under the Contract, the Supplier shall comply with PRM’s Code of Conduct.
5.Quantities
Unless PRM has agreed otherwise in writing, the Supplier shall deliver the exact specified quantities of items comprised in the Goods in accordance with the Purchase Order. Without affecting its other rights and remedies, PRM reserves the right to reject incomplete deliveries and to return excess quantities at the Supplier’s risk and expense.
6.Delivery, installation and acceptance of Goods
The Supplier shall deliver the Goods on the date specified in the Purchase Order or, if no such date is specified then on such date as shall have been agreed between PRM and the Supplier. Time is of the essence as to the delivery of the Goods under the Contract and if the Supplier does not comply with its delivery obligations, PRM may:
cancel the Contract in whole or in part without incurring any liability to the Supplier;
refuse to accept any subsequent delivery of items comprised in the Goods which the Supplier attempts to make;
purchase substitute items elsewhere; and
hold the Supplier accountable for any loss and additional costs incurred
The Goods shall be properly packed and secured in such manner as to enable them to reach their destination in good condition. No charge shall be made for wrapping, packing, cartons, boxes, crating or containers unless specified in the Purchase Order, and PRM shall not be responsible for returning any such materials.
The Goods shall be delivered by the Supplier carriage free to the place of delivery specified in the Purchase Order, or as otherwise specified by PRM. The Supplier shall off load the Goods at its own risk as directed by PRM. The Goods shall be received at the place of delivery, subject to PRM’s inspection and approval. Any Goods which PRM rejects as not conforming with the Purchase Order shall be returned at the Supplier’s risk and expense.
Unless PRM and the Supplier have, before or at the same time as the Purchase Order, agreed in writing (signed on behalf of PRM) additional conditions regarding preparation requirements at the site at which the Goods are to be installed, the Supplier acknowledges and agrees that the Goods are suitable to be installed and used at the premises at which PRM intends to use them and that there are no additional conditions regarding site preparation.
PRM shall have the right to inspect and test the Goods at any time before delivery. If following such inspection or testing PRM considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings in clause 4.2. then PRM shall inform the Supplier who shall immediately take such remedial action as is necessary to ensure compliance. The Supplier shall also reimburse PRM for all reasonable costs and expenses incurred by PRM in carrying out the inspection.
Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract. PRM shall have the right to carry out further inspections and tests after the Supplier has carried out its remedial actions.
Upon completion of the offloading of the Goods and upon PRM being reasonably satisfied that the Goods comply with the requirements of the Contract and these Conditions, PRM shall sign the Supplier’s standard form acknowledging receipt of the Goods. PRM shall be under no obligation to sign an acknowledgment of receipt for any Goods not specified in the Contract.
The acknowledgment of delivery does not in any way limit or exclude the liability of the Supplier under the Contract.
7.Risk and title
The Goods shall be at the risk of the Supplier until delivery to PRM at the place of delivery specified in the Purchase Order, or as otherwise specified by PRM in accordance with condition 6.3.
Full and unencumbered title to the Goods shall pass to PRM on completion of delivery (including off-loading) in accordance with the Purchase Order, except that if the Goods are paid for before delivery ownership shall pass to PRM once payment has been made. The passing of ownership in the Goods is without prejudice to any right of rejection to which PRM may be entitled under the Contract or otherwise.
8.Prices
All prices shall be as stated in the Purchase Order.
All prices are fixed and inclusive of delivery, packaging, packing, shipping, carriage, insurance and other charges and dues, and are not subject to adjustment save as specifically provided in these Conditions or the Purchase Order.
9.Payment
Unless otherwise stated in the Purchase Order or agreed between PRM and the Supplier, payment of invoices shall be made 90 after delivery of the Goods.
PRM shall be under no obligation to make payment to the Supplier for any Goods if delivery of such Goods has not been acknowledged or if the Goods supplied do not conform to the Purchase Order.
Without prejudice to any other right or remedy, PRM reserves the right to set off any amount at any time owing to it by the Supplier against any amount payable by it to the Supplier under the Contract or any other contract.
10.Indemnity
The Supplier shall indemnify and hold PRM harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, PRM as a result or in connection with:
any alleged or actual infringement, whether or not under English law, of any third party’s intellectual property rights or other rights arising out of the use, manufacture or supply of the Goods; or
defective workmanship, quality or materials in or in relation to the Goods; or
any claim made against PRM in respect of any liability, loss, damage, injury, cost or expense sustained by PRM’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier howsoever arising.
11.Insurance
During the term of the Contract and for a period of six years thereafter, the Supplier shall maintain in force with a reputable insurance company, professional indemnity, product liability and public liability insurance to cover any such liability as may arise under the Contract, and shall, if requested by PRM produce both the insurance certificate giving details of cover and receipt for the current year’s premium.
12.Confidentiality and PRM’s property
The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature and which have been disclosed to the Supplier by PRM or its agents, and any other confidential information concerning PRM’s business or its products which the Supplier may obtain. The Supplier shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Supplier’s obligations to PRM and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Supplier.
All materials, tools, copyright, rights in designs and any other intellectual property rights in all drawings, specifications and data supplied by PRM to the Supplier shall at all times be and remain the exclusive property of PRM, and shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to PRM, and shall not be disposed or used other than in accordance with PRM’s written instructions or authorisation. The Supplier shall return all copies of any such material to PRM immediately on PRM’s first written request.
This clause 12 shall survive the termination of the Contract, however arising.
13.Termination
PRM may cancel the Contract (for all or part only of the Goods) by giving written notice to the Supplier at any time before delivery, in which case the Supplier shall immediately discontinue all work on the Contract. PRM shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
Without prejudice to any other rights or remedies to which PRM may be entitled, PRM may terminate the Contract without liability to the Supplier if:
the ability of PRM to accept delivery of the Goods is delayed, hindered or prevented by Force Majeure ( as defined in clause 15 below); or
the Supplier commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
the Supplier is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
a petition is filed, or a resolution is passed, or an order is made for the winding up of the Supplier;
an application is made to court, or an order is made for the appointment of an administrator or if an administrator is appointed over the Supplier;
any event occurs, or proceedings are taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub clauses 13.2(b) to 13.2(f) (inclusive);or
the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
Without affecting any other right or remedy available to it, PRM may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of its obligations with regard to PRM’s Code of Conduct.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.Remedies
If any Goods are not supplied in accordance with, or if the Supplier fails to comply with, any terms of the Contract, PRM may (without prejudice to any other right or remedy) exercise any one or more of the following rights or remedies, whether or not any part of the Goods has been accepted by PRM:
rescind the Contract; or
reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid immediately by the Supplier; or
require the Supplier, at the Supplier’s expense, either (at PRM’s option) to remedy any defect in the Goods and carry out such other work as is necessary to ensure that the Goods are in all respects in accordance with the Purchase Order or to supply replacement Goods, provided that if the Supplier refuses to remedy the defect in the Goods or to supply replacement Goods within 10 days of receiving such a request, PRM may purchase replacement Goods from another source and the Supplier shall reimburse PRM for all costs and expenses reasonably incurred in doing so; or
refuse to accept any further deliveries of the Goods, without liability to the Supplier; and in any case to claim such losses, costs, damages and expenses as it may have sustained in connection with the Supplier’s breach or breaches of the Contract not otherwise covered by this clause 14.
15.Force majeure
PRM may defer the date of delivery or payment, or cancel the Contract or reduce the amount of Goods ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of PRM or any other party), failure of a utility service or transport or telecommunication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16.Anti-bribery
The Supplier shall:
comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
comply with PRM’s Code of Conduct with regards to ethics, anti-bribery and anti-corruption (Relevant Policies).
have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies , and will enforce them where appropriate; and
promptly report to PRM any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.
Breach of this clause 16 shall be deemed a breach which is not capable of remedy under clause 13.2(b).
17.Miscellaneous
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Conditions or the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
The Supplier shall not, without the prior written consent of PRM, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
PRM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
18.Disputes
In the event that any dispute, difference or claim arises of the Contract the authorised representatives of PRM and the Supplier shall first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. This right to refer the dispute to adjudication is without prejudice to either party’s right to commence legal proceedings.
19.Governing law
All Contracts are subject to and will construed in accordance with the laws of England and PRM and the Supplier submit to the non-exclusive jurisdiction of the English courts.
Conditions of Purchase of Goods and Services (Sub-Contract Conditions - September 2018)
1. Definitions
The definitions in this clause apply in these conditions. (Conditions).
1.1 Code of Conduct:
PRM’s policies and codes of conduct as set out on PRM’s website, as they may be amended from time to time.
1.2 Construction Industry Scheme:
the current scheme under the Finance Act 2004.
1.3 First Application Date:
the date stated as such in the Purchase Order or if none is stated there the last Working Day of the month following commencement of the Sub-Contract Works on site.
1.4 Interim Payment Interval:
the period stated in the Purchase Order or if none is stated there one month provided in either case that where the period would otherwise end on a day that is not a Working Day it shall be extended to the next Working Day.
1.5 Main Contract:
the superior contract immediately related to the Sub-Contract under which PRM acts as a main contractor or sub-contractor, as the case may be.
1.6 Maintenance Period:
24 months after Practical Completion of the Sub-Contract Works or such other period as may be specified in the Purchase Order.
1.7 Practical Completion:
completion of the Sub-Contract Works free of snags and fully in compliance with the requirements of the Sub-Contract.
1.8 PRM:
Dennis & Robinson Limited, trading as Paula Rosa Manhattan.
1.9 Purchase Order:
PRM’s written instruction on its standard purchase order form (including the sub-contract information sheet attached to it) to the Sub-Contractor to supply or carry out the Sub-Contract Works.
1.10 Retention:
is the percentage of the amount calculated in accordance with clause 11.6.1 specified in the Purchase Order or in any written agreement in between the parties respect of the Sub-Contract Works or 5% thereof if none is so specified or agreed.
1.11 Service Level Agreement:
the written service level agreement (if any) between PRM and the Sub-Contractor current at the date of the Purchase Order which shall be deemed to be incorporated into the Sub-Contract.
1.12 Sub-Contract:
the subcontract between PRM and the Sub-Contractor which comprises the Purchase Order, the Service Level Agreement (if any) and the Conditions.
1.13 Sub-Contract Works:
the supply by the Sub-Contractor of either the goods and services or services only as described in the Purchase Order and as may be varied by PRM in accordance with these Conditions.
1.14 Sub-Contract Sum:
the lump sum price or lump sum prices referred to in the Purchase Order as the same may be adjusted in accordance with the Sub-Contract.
1.15 Sub-Contract Commencement Date:
the date specified as such in the Purchase Order or otherwise agreed in writing between PRM and the Sub-Contractor.
1.16 Sub-Contract Completion Date:
the date specified as such in the Purchase Order or otherwise agreed in writing between PRM and the Sub-Contractor as the same may be revised in accordance with clause 7.2.
1.17 Sub-Contractor:
the person, firm or company which accepts the Purchase Order in accordance with clause 3.3.
1.18 Variation:
a variation to the Sub-Contract Works made in accordance with clause 9.1.
1.19 Woking Day:
a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Application of these Conditions
2.1
In the event of a conflict between the following documents the higher in the list below shall prevail over those lower in the list:
2.1.1
Service Level Agreement
2.1.2
Purchase Order
2.1.3
These Conditions
2.2
These Conditions shall apply to and be incorporated in the Sub-Contract and subject to clause 2.1 shall prevail over any inconsistent terms or conditions contained in or referred to in the Sub-Contractor’s quotation, acceptance, correspondence, the Sub-Contractor’s own terms and conditions of business or elsewhere or implied by law, trade custom, practice or course of dealing.
2.3
The Sub-Contract comprises the entire agreement between the parties. No addition to, variation of, exclusion or attempted exclusion of any terms in the Sub-Contract shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall give rise to a variation of these Conditions.
3. Effect of Purchase Order
3.1
PRM shall only be bound by an order if it is issued on a Purchase Order and signed by a duly authorised representative of PRM.
3.2
The Purchase Order constitutes an offer by PRM to enter into a Sub-Contract for the Sub-Contract Works with the Sub-Contractor. Any counter-offer made by the Sub-Contractor to perform the Sub-Contract Works on other conditions shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of PRM.
3.3
The execution and return of the acknowledgement copy of the Purchase Order form by the Sub-Contractor, or the Sub-Contractor’s commencement of the Sub-Contract Works pursuant to the Purchase Order constitutes acceptance of PRM’s offer to enter into a Sub-Contract for the Sub-Contract Works.
4. Performance Security
4.1
Where the Purchase Order states that the same is required or PRM requests the same, the Sub-Contractor shall deliver to PRM a properly executed performance bond and/or parent company guarantee in such form(s) as PRM shall require.
4.2
Where a performance bond and/or parent company guarantee is required by the Purchase Order the same shall be provided before the Sub-Contractor commences work on site. In all other cases the performance bond and/or parent company guarantee shall be provided within 28 days of PRM’s request for it.
4.3
Any performance bond or parent company guarantee required shall be issued by an entity approved by PRM.
4.4
If the Sub-Contractor is in breach of this clause 4 PRM’s obligation to make any further payment to the Sub-Contractor shall be suspended until the Sub-Contractor remedies breach.
5. General Obligations of the Parties
5.1
Prior to commencement of the Sub-Contract Works, the Sub-Contractor shall prepare a draft method statement for performance of the Sub-Contract Works for PRM’s written approval, such approval not to be unreasonably withheld or delayed. Notwithstanding any such approval, the Sub-Contractor shall be fully responsible for the adequacy and suitability of the contents of it. Should the Sub-Contractor consider at any time that the approved method statement requires revision it shall submit a draft of such revision for approval in accordance with this clause 5.1.
5.2
The Sub-Contractor shall carry out and complete the Sub-Contract Works in a good and workmanlike manner and in accordance with the Sub-Contract and the Method Statement approved from time to time under clause 5.1 and to the satisfaction of PRM.
5.3
The Sub-Contractor shall be deemed to:
5.3.1
have visited and inspected the site;
5.3.2
to be aware of all matters affecting or likely to affect operations at the site or access to it (including without limitation the fact that the Sub-Contract Works will need to be co-ordinated with works carried out at the site during the Sub-Contract by PRM and other parties); and
5.3.3
have made necessary allowances for all such matters in the Sub-Contract Sum.
5.4
PRM shall ensure that the Sub-Contractor is afforded access to such parts of the site and at such times as are reasonably necessary to meet the Sub-Contractor’s obligations under the Sub-Contract.
5.5
PRM shall provide to the Sub-Contractor free of charge any attendances such as temporary site facilities, unloading, hoisting and distributing goods, temporary electricity, clearing waste from site and the like to the extent that:
5.5.1
they are to be provided free of charge to PRM under the Main Contract, or
5.5.2
the Purchase Order specifies they are to be provided free of charge by PRM. The Sub-Contractor shall provide all other attendances necessary for the execution of the Sub-Contract Works.
5.6
Insofar as any part of the Sub-Contract Works is to be fixed to other works, the Sub-Contractor shall, prior to commencing such part, satisfy itself as to the position, dimensions, stability and suitability of the other works concerned. The Sub-Contractor shall not be entitled to any extension of time or adjustment to the Sub-Contract Sum in connection with such matters.
5.7
Before commencing the Sub-Contract Works the Sub-Contractor shall appoint a manager for the Sub-Contract Works, such appointment and any change in the identity of such manager to be subject to the prior written consent of PRM, such consent not to be unreasonably withheld. The manager shall be in attendance on site throughout the Sub-Contract Works on a full-time basis unless PRM agrees otherwise in writing and shall be deemed to be duly authorised to receive and accept PRM’s instructions on behalf of the Sub-Contractor.
5.8
If the Purchase Order states that the Sub-Contractor is to design part or the whole of the Sub-Contract Works, the Sub-Contractor shall be fully responsible for the design of that part or as the case may be the whole of the Sub-Contract Works, and all references in the Sub-Contract to the Sub-Contractor’s obligations to execute and/or complete the Sub-Contract Works shall be construed to include such design responsibility.
5.9
The Sub-Contractor shall supply all labour, plant and equipment to carry out and complete the Sub-Contract Works in accordance with the Sub-Contract. The Sub-Contractor shall at PRM’s request cease to employ on the Sub-Contract Works any one or more of its employees to whom PRM may object and replace such employee or employees immediately with others approved by PRM (such approval not to be unreasonably withheld or delayed).
5.10
The Sub-Contractor shall be responsible for the payment of any income tax due in respect of employees employed on the Sub-Contract Works. PRM shall have no responsibility for the payment of such sums.
6. Main Contract Relationship
6.1
The Sub-Contractor may inspect, upon request, a copy of the Main Contract including all relevant drawings (less details of PRM’s prices and rates) at PRM’s offices in Lancing. The Sub-Contractor shall be deemed to have full knowledge of all PRM’s obligations, both express and implied, under the Main Contract.
6.2
Save where the provisions of the Sub-Contract expressly require otherwise, the Sub-Contractor shall:
6.2.1
execute and complete the Sub-Contract Works so that no act or omission by the Sub-Contractor in relation to such works shall constitute, cause or contribute to any breach by PRM of any of its obligations under the Main Contract; and
6.2.2
assume and perform all the obligations and observe and comply with all the terms of the Main Contract on the part of PRM to be assumed, performed, observed and complied with so far as they relate and apply to the Sub-Contract Works or any part of such works.
7. Commencement and Completion
7.1
The Sub-Contractor shall commence the Sub-Contract Works on the Sub-Contract Commencement Date. The Sub-Contractor shall proceed with the Sub-Contract Works regularly and diligently and shall complete the Sub-Contract Works by the Sub-Contract Completion Date.
7.2
If the progress of the Sub-Contract Works is delayed or is likely to be delayed by any of the matters referred to in Clause 7.3, PRM shall, if it considers that such matters are likely to or have caused delay to completion of the Sub-Contract Works beyond the Sub-Contract Completion Date, certify such extension of time to the Sub-Contract Completion Date as shall be fair and reasonable provided always that as conditions precedent to any extension under this Clause 7.2:
7.2.1
as to matters under clause 7.3 relied upon by the Sub-Contractor which would entitle PRM to an extension of time under the Main Contract, the Sub-Contractor shall have supplied all such information to PRM as it shall have required and shall additionally have taken all other such steps as are required to enable PRM to claim successfully such extension of time;
7.2.2
as to any other matters under clause 7.3 upon which the Sub-Contractor relies, the Sub-Contractor shall have provided full written particulars and supporting documentation to PRM within 7 days of the first occurrence of the matters relied upon and if such matters such matter continue for more than 7 days shall have provided weekly updates of the particulars and supporting documentation for so long as such matters persist.
7.3
The matters referred to in clause 7.2 are:
7.3.1
matters entitling PRM to an extension of time under the Main Contract
7.3.2
any impediment, prevention or default by the PRM or its employees, servants or agents except to the extent caused or contributed to by the Sub-Contractor or its employees, servants or agents
7.3.3
suspension by the Sub-Contractor in accordance with clause 11.10
7.3.4
suspension by PRM in accordance with clause 21
7.4
If the Sub-Contractor fails to complete the Sub-Contract Works on or before the Sub-Contract Completion Date, or any extended completion date as provided by Clause 7.2, the Sub-Contractor shall be liable for all losses, costs, expenses and damages suffered or incurred by PRM by reason of the Sub-Contractor’s failure.
7.5
Time for completion of the Sub-Contract Works is of the essence.
7.6
If the Sub-Contractor fails to proceed regularly and diligently with the Sub-Contract Works other than by reason of the matters referred to in clause 7.3 then, without prejudice to any other right or remedy PRM may possess, PRM may provide additional resources to supplement the Sub-Contractor’s labour, materials and plant and may recover the cost of doing so together with a reasonable mark-up for PRM’s overheads and any other losses, costs, damages and expenses arising from the Sub-Contractor by deduction from any sums that would otherwise be due to Sub-Contractor or as a debt.
8. Instructions
8.1
The Sub-Contractor shall immediately comply with all decisions of PRM and all instructions given to it by PRM, including without limitation, any instructions regarding co-ordinating the execution of the Sub-Contract Works with the works of PRM and other parties working on the site.
8.2
Without prejudice to the generality of clause 8.1, PRM may issue instructions requiring the opening up and/or testing of any works or materials used or intended to be used in the Sub-Contract Works. Such instructions shall be not treated as Variations and the Sub-Contractor shall not be entitled to any adjustment to the Sub-Contract Sum or the Sub-Contract Completion Date in relation to or in connection with its performance of such instructions.
8.3
If the Sub-Contractor fails to comply with any PRM instruction, then, without prejudice to any other right or remedy PRM may possess, PRM shall be entitled to carry out such instruction or to employ a third party to do so and to recover all its resulting losses, costs, damages and/or expenses
9. Variations
9.1
The Sub-Contractor may make such variation to the Sub-Contract Works, whether by way of addition, modification (including without limitation modification of timing) or omission, as may be:
9.1.1
instructed under the Main Contract and confirmed in writing to the Sub-Contractor by PRM;
9.1.2
instructed in writing by PRM.
9.2
Subject to clause 9.3, PRM shall value any Variation in accordance with the rules set out in this clause 9.2 and shall adjust the Sub-Contract Sum accordingly by addition or deduction as the case may be:
9.2.1
where the work which is the subject of the Variation is of similar character and is carried out under similar conditions to other work included in the Sub-Contract Sum the Variation shall be valued in accordance with the rates and prices contained within the Sub-Contract or where appropriate rates and prices derived from those contained within the Sub-Contract; or
9.2.2
where the work which is the subject of the Variation is of similar character but is not carried out under similar conditions to other work included in the Sub-Contract Sum the Variation shall be valued in accordance with the rates and prices contained within the Sub-Contract which may be adjusted to account for the difference in the conditions; or
9.2.3
where the work which is the subject of the Variation is not of similar character to other work included in the Sub-Contract Sum the Variation shall be valued at fair rates and prices as PRM shall determine provided that the Sub-Contractor shall at all times permit PRM or its representatives to inspect all the Sub-Contractor’s prime cost records, pricings and other documents that show the build-up of the Sub-Contract Sum and/or the actual or likely cost of the Sub-Contract Works to the Sub-Contractor.
9.3
The Sub-Contractor will not be paid for any Variation to the extent that it arises out of or in connection with any negligence, omission or default of the Sub-Contractor.
9.4
PRM may at its absolute discretion instruct the omission of any work notwithstanding that the same may then be carried out by others. The Sub-Contractor shall not be entitled to claim any payment in respect of loss of profit, loss of overhead contribution or loss of opportunity or otherwise as a result of any such omission.
9.5
The Sub-Contractor shall not be entitled to vary the Sub-Contract Works nor to any payment in respect thereof other than in accordance with this clause 9.
10. Price
The price for the Sub-Contract Works shall be the Sub-Contract Sum.
11. Payment
11.1
On the First Application Date and then at the Interim Payment Intervals (each one an Interim Application Date), the Sub-Contractor shall submit to PRM a fully detailed application stating the sum the Sub-Contractor considers will be due on the Due Date and the basis on which it is calculated (Interim Application). The last Interim Application shall be made on the first Application Date following Practical Completion.
11.2
Subject to clause 20.2, within 14 days after the later of:
11.2.1
the end of the Maintenance Period and
11.2.2
completion of the making good of defects notified in accordance with clause 14.1
(Final Application Date) the Sub-Contractor shall submit to PRM a fully detailed application stating the sum the Sub-Contractor considers will be due on the Due Date and the basis on which it is calculated (Final Application).
11.3
The due date (Due Date) shall be 5 days after the Application Date or Final Application Date (as the case may be). Not later than 5 days after the Due Date PRM shall issue a notice to the Sub-Contractor specifying the sum it considers will be due on the Due Date and the basis on which it has been calculated (Payment Notice).
11.4
The final date for payment of the sum due as shown in the Payment Notice shall be the number of days after the Due Date as specified in the Purchase Order or 60 days after the Due Date if no period is stated in the Purchase Order (Final Date for Payment).
11.5
If PRM intends to pay less that the amount stated in a Payment Notice (or if there is no valid Payment Notice, in the relevant Interim Application or Final Application) PRM shall not later than 2 days before the Final Date for Payment issue a notice to the Sub-Contractor specifying the amount PRM considers to be due on the date of the notice and the basis on which it is calculated (Pay Less Notice).
11.6
The amount of each payment to the Sub-Contractor shall be calculated as follows:
11.6.1
the cumulative value of the fully and properly completed work at the Application Date, less (in the order set out below)
11.6.2
any amount to be deducted in accordance with clause 13
11.6.3
any other sums which may be deducted by PRM
11.6.4
any sum previously notified as payable to the Sub-Contractor. Materials and/or goods that have not been installed as at the Due Date shall not be included in any sum specified in a Payment Notice.
11.7
Subject to clause 11.8, PRM shall pay the amount stated in:
11.7.1
the Pay Less Notice, or if none
11.7.2
the Payment Notice, or if none
11.7.3
the Interim Application or Final Application (as the case may be).
11.8
PRM need not pay any sum due in respect of any payment if the Sub-Contractor becomes insolvent (as defined in section 113 of The Housing Grants, Construction and Regeneration Act (as amended) after the time for giving a Pay Less Notice in respect of that payment has passed.
11.9
Without prejudice to any other right or remedy it may have, PRM reserves the right to set off any amount at any time owing to it by the Sub-Contractor against any amount payable to the Sub-Contractor under the Sub-Contract or any other contract.
11.10
If PRM fails to pay the sum due by the final date for payment, the Sub-Contractor may suspend performance of any or all of its obligations under the Sub-Contract provided the Sub-Contractor has first given PRM at least 7 days’ notice in writing of its intention to suspend performance, stating the grounds on which it intends to do so. The Sub-Contractor’s right to suspend ceases immediately when PRM pays in full the relevant sum due. PRM shall adjust the Sub-Contract Sum by adding a reasonable amount in respect of the costs and expenses reasonably incurred by the Sub-Contractor as a result of the exercise of its right in accordance with this clause 11.9.
11.11
Notwithstanding anything to the contrary elsewhere in the Sub-Contract, if the payer under the Main Contract or a payer under a superior contract is insolvent (as defined in section 113 of the Housing Grants, Construction and Regeneration Act 1996 (as amended)), PRM shall not be obliged to make any further payment to the Sub-Contractor of any sum which is due or may become due to the Sub-Contractor unless PRM has received payment under the Main Contract and then only to the extent that such payment relates to the Sub-Contract Works.
12. VAT Self-Billing / Construction Industry Scheme
12.1
All sums referred to in the Sub-Contract are exclusive of VAT. If registered for VAT, the Sub-Contractor shall keep PRM informed as to how its supplies are rated for the purposes of VAT.
12.2
The Sub-Contractor agrees to the operation of a VAT self-billing arrangement.
12.3
PRM agrees to:
12.3.1
issue fully detailed self-billed invoices for all supplies made by the Sub-Contractor;
12.3.2
make a new self-billing agreement if it changes its VAT registration number;
12.3.3
notify the Sub-Contractor if the issue of self-billed invoices will be out-sourced to a third party.
12.4
The Sub-Contractor agrees to:
12.4.1
accept self-billed invoices from PRM for the duration of this Sub-Contract;
12.4.2
not to issue VAT invoices for supplies made under this Sub-Contract;
12.4.3
immediately notify PRM if it changes it VAT registration number, ceases to be VAT registered or sells part or the whole of its business
12.5
The obligation of PRM to make any payment under the Sub-Contract is subject to the provisions of the Construction Industry Scheme.
13. Retention
13.1
The amount which PRM may deduct and retain under clause 11.6.2 shall be:
13.1.1
for Interim Applications before Practical Completion, the Retention
13.1.2
for the Interim Application after Practical Completion, one half of the Retention.
14. Defects and Remedies
14.1
PRM may at any time during and up to 2 weeks after the end of the Maintenance Period notify the Sub-Contractor of defects in the Sub-Contract Works and instruct their rectification and the Sub-Contractor shall promptly rectify all such defects in the Sub-Contract Works.
14.2
If the Sub-Contractor fails to rectify promptly an defect notified under clause 14.1 PRM may proceed in accordance with clause 8.3.
15. Title/Risk
15.2
Risk in any goods supplied by:
15.2.1
the Sub-Contractor shall remain with the Sub-Contractor until Practical Completion
15.2.2
PRM to the Sub-Contractor for carrying out the Sub-Contract Works shall remain with the Sub-Contractor from delivery of such goods to the site until Practical Completion.
15.3
The Sub-Contractor shall be responsible for loss or damage to any such goods (regardless of which party supplied them) and to any tools and equipment of others that is caused by the Sub-Contractor’s negligence, breach or default.
15.4
PRM shall be entitled to deduct from monies otherwise due to the Sub-Contractor all losses, costs, damages and expenses PRM may incur as a result of a breach by the Sub-Contractor of its obligations under this clause 15 or may recover the same as a debt.
16. Indemnity
16.1
The Sub-Contractor shall indemnify and hold PRM harmless from all claims and all direct, indirect or consequential liabilities (including without limitation loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including without limitation legal and other professional fees and expenses) awarded against, or incurred or paid by, PRM as a result or in connection with:
16.1.1
any alleged or actual infringement, whether or not under English law, of any third party’s intellectual property rights or other rights arising out of the supply of the Sub-Contract Works; or
16.1.2
defective workmanship, quality or materials in or in relation to the Sub-Contract Works; or
16.1.3
any claim made against PRM in respect of any liability, loss, damage, injury, cost or expense sustained by PRM’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Sub-Contract as a consequence of a direct or indirect breach or negligence or failure or delay in performance of the Sub-Contract by the Sub-Contractor.
17. Insurance
17.1
During the term of the Sub-Contract and for a period of six years following Practical Completion the Sub-Contractor shall maintain in force with a reputable insurance company, professional indemnity, product liability and public liability insurance with limits of indemnity not less than those stated in the Purchase Order to cover any such liability as may arise under the Sub-Contract, and shall if requested by PRM produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.
18. Confidentiality and PRM’s Property
18.1
The Sub-Contractor shall keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature and which have been disclosed to the Sub-Contractor by PRM or its agents, and any other confidential information concerning PRM’s business or its products which the Sub-Contractor may obtain. The Sub-Contractor shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Sub-Contractor’s obligations to PRM and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Sub-Contractor.
18.2
All materials, tools, copyright, rights in designs and any other intellectual property rights in all drawings, specifications and data supplied by PRM to the Sub-Contractor shall at all times be and remain the exclusive property of PRM, and shall be held by the Sub-Contractor in safe custody at its own risk and maintained and kept in good condition by the Sub-Contractor until returned to PRM, and shall not be disposed or used other than in accordance with PRM’s written instructions or authorisation. The Sub-Contractor shall return all copies of any such material to PRM immediately on PRM’s first written request.
18.3
This clause 18 shall survive the termination of the Sub-Contract, however arising.
19. Termination and Suspension
19.1
PRM may suspend forthwith by written notice all or any of the obligations under this Sub-Contract if and to the extent that the corresponding obligations under the Main Contract are suspended.
19.2
PRM may at its absolute discretion terminate the employment of the Sub-Contractor by giving written notice to the Sub-Contractor at any time.
19.3
Without prejudice to clause 19.2 or any other rights or remedies to which PRM may be entitled, PRM may terminate the employment of the Sub-Contractor by giving written notice to the Sub-Contractor if:
19.3.1
the Sub-Contractor commits a material breach of the Sub-Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing that PRM requires it to do so;
19.3.2
the Sub-Contractor repeatedly breaches the Sub-Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Sub-Contract;
19.3.3
the Sub-Contractor is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
19.3.4
a petition is filed, or a resolution is passed, or an order is made for the winding up of the Sub-Contractor;
19.3.5
an application is made to court, or an order is made for the appointment of an administrator, or if an administrator is appointed over the Sub-Contractor;
19.3.6
any event occurs, or proceedings are taken, with respect to the Sub-Contractor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub clauses 19.3.3 to 19.3.5 (inclusive);
19.3.7
the Sub-Contractor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
19.3.8
the Sub-Contractor commits a breach of its obligations with regard to the Code of Conduct.
19.4
Any provision of the Sub-Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Sub-Contract shall remain in full force and effect.
19.5
Termination of the Sub-Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including without limitation the right to claim damages in respect of any breach of the Sub-Contract which existed at or before the date of termination.
20. After Termination
20.1
If the Sub-Contractor’s employment is terminated under clause 19.2 or 19.3:
20.1.1
The Sub-Contractor shall immediately discontinue all work on the Sub-Contract.
20.1.2
PRM shall be entitled to use all the Sub-Contractor’s intellectual property, plant, machinery and materials intended for incorporation into the Sub-Contract Works, or other such things as are reasonably necessary to facilitate the completion of the Sub-Contract Works.
20.1.3
PRM shall be entitled to call for the assignment of the benefit of any contracts or arrangements entered into by the Sub-Contractor in connection with the Sub-Contract Works.
20.1.4
The Sub-Contractor shall not be entitled to claim any sum by way of damages or otherwise for any losses, costs, damages and expenses arising from such termination
20.1.5
PRM shall be entitled to complete the Sub-Contract Works or to engage others to do so.
20.2
If the Sub-Contractor’s employment is terminated under clause 19.2:
20.2.1
the Final Application Date for the purposes of this clause 20.2 shall be 28 days after such termination
20.2.2
the Sub-Contractor shall submit the Final Application by the Final Application date.
20.3
If the Sub-Contractor’s employment is terminated under clause 19.3:
20.3.1
on expiry of the Maintenance Period or completion of the rectification of defects whichever is later, or
20.3.2
where the Main Contract or PRM’s employment under it is terminated within 60 days of such termination PRM shall prepare a statement of account specifying the sum due to either the Sub-Contactor or PRM, as the case may be and the basis on which it is calculated.
20.3.3
Such statement shall be calculated as follows:
20.3.3.1
the total of all amounts stated as due in Payment Notices and Pay Less Notices, and less
20.3.3.2
insofar as they can be determined at the date of the statement and without prejudice to PRM’s entitlement to recover such further sums as are subsequently determined:
20.3.3.2.1
all losses, costs, damages and expenses suffered or incurred by PRM in consequence of the termination, and
20.3.3.2.2
any other set-offs and/or deductions which PRM is entitled to make under the Sub-Contract.
20.3.4
The party shown as owing money to the other in the statement shall pay to the other the amount so shown. The due date for such payment shall be the date of the statement and the final date for payment shall be 30 days after the due date.
21. Force Majeure
PRM may defer the Sub-Contract Commencement Date or suspend the carrying out of the Sub-Contract Works if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of PRM or any other party), failure of a utility service or transport or telecommunication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or other sub-contractors. No adjustment shall be made to the Sub-Contract Sum on account of such deferment or suspension.
22. Compliance with PRM Codes of Conduct
22.1
The Sub-Contractor shall:
22.1.1
comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including without limitation to the Bribery Act 2010 (Relevant Requirements);
22.1.2
comply with PRM’s Code of Conduct with regards to ethics, anti-bribery and anti-corruption (Relevant Policies).
22.1.3
have and shall maintain in place throughout the term of the Sub-Contract its own policies and procedures, including without limitation to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate; and
22.1.4
promptly report to PRM any request or demand for any undue financial or other advantage of any kind received by the Sub-Contractor in connection with the performance of the Sub-Contract.
22.2
Breach of this clause 22 shall be deemed a breach which is not capable of remedy for the purpose of clause 19.3.1
23. Miscellaneous
23.1
No failure or delay by a party to exercise any right or remedy provided under the Sub-Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23.2
Except as expressly provided in these Conditions, the rights and remedies provided under the Sub-Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
23.3
If any provision or part-provision of these Conditions or the Sub-Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. No modification to or deletion of a provision or part-provision under this clause shall affect the validity and enforceability of the rest of the Sub-Contract.
23.4
The Sub-Contractor shall not, without the prior written consent of PRM, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Sub-Contract.
23.5
PRM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Sub-Contract.
23.6
No one other than a party to the Sub-Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
23.7
The Sub-Contractor shall comply with all relevant laws, regulations, and rules and instructions issued by PRM from time to time, including without limitation those relating to working hours, noise, nuisance, pollution and health and safety.
24. Disputes
24.1
Either party may refer any dispute or claim to adjudication at any time. The adjudicator shall be nominated by the Technology and Construction Solicitors’ Association. Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended) shall apply.
25. Limitation of Actions
25.1
The parties agree that the period stated in Section 5 Limitation Act 1980 shall be extended such that either party shall be entitled to commence proceedings in respect of any claim under this Sub-Contract at any time up to 12 years after Practical Completion of the Sub-Contract Works.
26. Governing Law
The Sub-Contract is subject to and shall be construed in accordance with the laws of England and PRM and the Sub-Contractor submit to the non-exclusive jurisdiction of the English courts.
Paula Rosa Manhattan has overall responsibility for ensuring that all personal information is handled in compliance with the law and has appointed a Data Protection Manager with day-to-day responsibility for data processing and data security.
All Staff have a personal responsibility to ensure compliance with this notice, to handle all client information consistently with the principles set out in General Data Protection Regulations (GDPR) 2016 and to ensure that measures are taken to protect the data security. Managers have special responsibility for leading by example and monitoring and enforcing compliance.
General Data Protection Notice
In the course of its operations, Paula Rosa Manhattan may need to process personal data relating to persons who make use of its services. Such data may be processed for the purposes of complying with our obligations to you under a Contract agreement or applying our rights under such an agreement, and for other purposes which are incidental to our dealings with you. All processing is carried out in compliance with GDPR 2016. Relevant data may also be transferred to our overseas suppliers including to offices outside of the European Economic Area.
The GDPR 2016 imposes obligations to keep personal data up to date. To help us comply with this obligation, you should notify us of any change of address, phone number or other details, either by contacting your Paula Rosa Manhattan main contact or by emailing: info@prmf.co.uk
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Further information on the implementation of the General Data Protection Regulation 2016 at Paula Rosa Manhattan is available by emailing:
info@prmf.co.uk, or by writing to;
General Data Protection Manager
Paula Rosa Manhattan
Blenheim Road
Lancing Business Park
Lancing, West Sussex
BN15 8UH
United Kingdon
Privacy Statement
Types of personal data we collect
Customer
As part of the Sales, Marketing and Customer relationship process, we will collect your personal data. The types of personal data that we collect about you and how that personal data is collected and accessed will be governed by the General Data Protection Regulation (GDPR) 2016, Paula Rosa Manhattan may collect some or all of the following types of personal data:
Name
Address
Telephone/mobile number
Email address
Credit Records
Bank account details
Any other information you may share with us
We also, may collect your personal data from social networking sites such as LinkedIn.
Home Owner
As part of the guarantee process will collect your personal data. The types of personal data that we collect about you and how that personal data is collected and accessed will be governed by the General Data Protection Regulation (GDPR) 2016 under Legal Obligation basis, Paula Rosa Manhattan may collect some or all of the following types of personal data:
Name
Address
Telephone/mobile number
Email address
Any other information you may share with us
How we use, store and share your personal data
Your records will be stored in a shared electronic management system accessed by staff of Paula Rosa Manhattan.
Your information may also be stored in a paper file held securely by Paula Rosa Manhattan. For quality management purposes, these files may be accessed by an external agency for audit.
Printed labels with your data will be used to identify all units and/or parts related to your case, this information is used for delivery purposes and only Paula Rosa Manhattan employees and subcontractors will have access to it.
All calls will be recorded for training and monitoring purposes. Any Credit or Debit Card payments taken over the phone will be processed through a secure webpage with a virtual terminal. No Credit Card information will be stored by Paula Rosa Manhattan.
If you are a customer, your information may be shared with our partners in Thailand for design purposes only.
If you are a home owner, all your personal data may be disposed of by secure means at the end of your guarantee period.
Recruitment
The recruitment process is voluntarily entered into by the applicant. By indicating, either verbally or in writing, that they wish to be considered for employment they are giving consent to their data being processed for the purposes of recruitment and selection and potentially employment.
We collect data from and about applicants in order to be able to assess their suitability for employment and for any role for which they wish to be considered. We also analyse the effectiveness of our recruitment and selection processes to ensure that we are attracting a diverse pool of candidates. As such, sensitive data such as gender and ethnicity may be collected and analysed for a specific recruitment campaign or for our overall recruitment activities in a time period.
What we will hold and process during the recruitment & selection process
Examples
Details supplied by the applicant
CV, application form, contact details, interview or selection process documentation, copies of certificates, details put on social networks/recruitment websites by the applicant
Details supplied by the applicant to meet legal requirements
Passport copy, visas, work permits
Details supplied by third parties as part of the recruitment process
References, DBS check outcomes, CVs & reports from Search or Recruitment agencies
Details already in the possession of PRMF
Retained employment documentation for applicants who re-apply to work for PRMF
We collect and retain applicant information for the purposes of identifying their suitability for vacancies within the Company. The way that data is processed, and the retention periods are indicated on the processing map below.
Protecting your personal data
The security of your personal data is important to us. We protect your personal data from misuse, loss, unauthorised access, modification or disclosure using a combination of physical, administrative and technical safeguards. We also contractually require that third parties to whom we disclose your personal data do the same.
Changes to Privacy Statement
We may change this Privacy Statement from time to time and will post any change on our Website www.prmf.co.uk
Data Subject Access, Erasure, Restriction or Withdrawal Request Procedure
Please email info@prmf.co.uk for more information on how You can Access, Erase, Restrict or Withdraw your consent of Paula Rosa Manhattan handling of your personal data.
@lib/terms/code-of-conduct.md
Our whistleblowing service
Our long-term success is built on operating in a fair and ethical way. This is described in our Code of Conduct. You have an important role in helping us with maintaining our standards by raising any concern where you suspect serious misconduct, that is not in line with our Code of Conduct. Whistleblowing helps up by providing an opportunity to prevent or correct any wrong doing. You do not need to prove your suspicions, but all messages to the whistleblowing service must be made in good faith.
Our whistleblower system is a closed system, provided by the independent external third party WhistleB Whistleblowing Center AB (“WhistleB”). The system is completely independent from our intranet and our website. All messages are encrypted. To ensure the anonymity of the sender, WhistleB does not store IP addresses nor other meta-data.
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