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.