1.0. DEFINITIONS

1.1. The following definitions and rules of interpretation apply in these Terms and Conditions:

1.1.1. ‘Contract’ means any agreement (which shall include the Purchase Order) between the Company and the Sub-contractor, for the engagement of the Sub-contractor to carry out the Work and which shall comprise these Terms and any Special Terms;

1.1.2. ‘Contract Sum’ means the sum stated on the Purchase Order;

1.1.3. The ‘Company’ means Encore Spaces Ltd;

1.1.4. ‘Programme Requirements’ means the preliminary project implementation plan issued by the company, the details of which the sub-contractor is deemed to have full knowledge. In the absence of a preliminary project implementation plan, ‘Programme Requirements’ means any dates or timeline indicated on the Purchase Order.

1.1.5. ‘Principal Contract’ means the agreement between the Company and its client in relation to the Work;

1.1.6. ‘Purchase Order’ means the Company’s standard form Sub-Contract purchase order to which these Terms apply;

1.1.7. Services’ means the goods and/or services provided by the Sub-contractor in carrying out the Work under the Contract;

1.1.8. ‘Site’ means the location of the work as specified by the Company;

1.1.9. ‘Special Term’ means any term additional or supplementary to these Terms and detailed in the Purchase Order;

1.1.10. ‘Specification’ means the specification and description of the Work as set out in the Contract by reference to a sample, design or plan or as otherwise communicated by the Company to the Sub-contractor;

1.1.11. The ‘Sub-contractor’ means any company, firm or individual who provides Work to the Company on a contract basis (whether on a ‘one off’ basis, on a retainer basis or otherwise) pursuant to these Terms;

1.1.12. ‘Tender’ means the lender document(s) in the form required by the Company submitted by the Sub-contractor in respect of the Work (including, but not limited to any invitation by the Company to tender for the Work);

1.1.13. ‘Terms’ means any provision of these terms, including any Special Terms detailed in the Purchase Order or any other terms agreed in writing by a director of the Company. For the avoidance of doubt, any instructions or notes on the Purchase Order form part of these Terms and Conditions; and

1.1.14. ‘Work’ means Services to be supplied by the Sub-contractor under the Contract pursuant to the Specification;

1.2. References to the singular include the plural and vice versa and references to any gender shall include all genders.

1.3. In the event of a conflict between any Term and any Special Term, the Special Term shall prevail.

1.4. These terms and conditions shall be construed without reference to the headings which are for ease of reference only.

1.5. Until these Terms are  superseded by any other standard terms of purchase of the Company or are varied by express written agreement between  the Company and the Sub-Contractor, these Terms shall apply to each subsequent Contract (if any) between the Company and the Sub-contractor and shall constitute the only terms or conditions on which the Company is prepared to contract with the Sub-contractor and shall prevail over any terms and conditions submitted by the Sub-contractor(including, without limitation, any terms contained on any invoice or tender document) and not withstanding any previous  course or dealing between the parties

2.0. BASIS OF THE TENDER

2.1. Except where otherwise expressly agreed by the Company in writing, any Tender submitted to the Company by the Sub-contractor shall remain open for acceptance unless and until the Company shall receive a written notice from the Sub-contractor of its withdrawal.

2.2. The Sub-contractor hereby acknowledges that he has received copies of the following documentation, if deemed relevant and necessary by the Company, and accordingly is deemed to have full knowledge of:

2.2.1. The Principal Contract;

2.2.2. The Specification;

2.2.3. The Programme Requirements; and

2.3. The Sub-contractor undertakes to fully comply with the provisions of these documents (so far as they apply to the work) as though the same were incorporated herein. The Sub-contractor further undertakes to indemnify the Company (and keep the Company fully and effectually indemnified) against breach by the Sub-contractor of any or all of the aforementioned documents.

2.4. The Tender shall be deemed to be submitted on a fixed-price basis without fluctuations. It shall also be deemed to include everything necessary for the proper execution of the Work to meet these conditions. No claims for additional costs will be accepted by the Company. In particular, the Tender shall cover the costs of carriage, freight, insurance, export/import duties, and all other incidental costs and charge for the delivery of any goods, all Consular charges, Value Added Tax (at the applicable rate) and other taxes, stamp and other duties, public levies and tariffs or any kind and any other sub charges whatsoever. The Tender shall also be deemed to include the costs of all necessary labour supervision and any overtime or weekend working which may be necessary for the proper performance of the Work in accordance with the Contract.

3.0. WARRANTIES

3.1. The Sub-contractor hereby acknowledges that any breach by it of the Contract may result in the Company’s breach of the Principal Contract. Accordingly, all costs, penalties and/or damages are hereby agreed to be in the contemplation of the parties as being probable results of any breach by the Sub-contractor of this Contract.

3.2. The Sub-contractor hereby warrants and undertakes:

3.2.1. That it is experienced in providing services of the nature, scope and complexity of the Services;

3.2.2. That it will exercise and maintain the requisite level of skill, care and diligence throughout the performance of the Services. Without limiting the generality of the foregoing, the Sub-contractor warrants and undertakes that it will exercise all reasonable skill, care and diligence in:

3.2.2.1. The design or planning of the Work, to the extent that the Sub-contractor will be designing or planning the Work pursuant to the Contract and the Terms, as well as any purpose or standard communicated to the sub-Contractor in writing, including by email, or otherwise;

3.2.2.2. The selection of the kind of goods and materials for the Work, to the extent that the Sub-contractor will be selecting goods and materials pursuant to the Contract; and

3.2.2.3. Complying with its duties and obligations pursuant to the Programme Requirements, the Specifications and the terms and conditions of these Terms

3.2.3. That it shall effect and maintain adequate insurance against such risks and in such sums as the Company may be required to effect under the Principal Contract (or otherwise as the Company may direct), such insurance to commence no later than the date in which the Sub-contractor first enters the Site and to continue until the Sub- contractor has performed its final obligations under the defects liability period specified in the Principal Contract.

3.3 The Sub-contractor warrants that the Work complies with any and all statutory requirements, industry best practice and national or local requirements, including local council requirements and accepts liability for all damage or losses arising from breach of this warranty.

3.4 The Sub-contractor shall produce such evidence as the Company shall require to demonstrate to its satisfaction that the Sub-contractor has effected appropriate insurances and that such insurances are in force at all material times.

3.5 In case of neglect by the Sub-contractor to effect the insurances, the Company shall be at liberty to insure on behalf of the Sub-contractor and deduct the premium so paid from any monies due or becoming due to the Sub-contractor pursuant to Clause 4.5.

3.6 Notwithstanding the foregoing, upon the written request of the Company, the Sub-contractor hereby undertakes to enter into collateral warranties in favour of the client, landlord or other parties as laid out within the issued purchase order in relation to any Work to be undertaken by the Sub-contractor pursuant to the Contract in terms corresponding to any warranties given by the Company in favour of the client.

4.0. PAYMENT TERMS

4.1 The amount to be paid to the Sub-contractor under the Contract and the timing of the payment shall be as set out in the Purchase Order or as otherwise agreed between the Company and the Sub-contractor in writing as an addendum to the Purchase Order, including by email, and any such addendum shall be deemed to be incorporated into the relevant Purchase Order.

4.2 Subject to Clauses 4.4 and 4.5 below, on or before the relevant payment date(s), the Sub- contractor agrees to raise a valid VAT invoice (not an application for payment) and the Company shall pay the Sub-contractor in respect of such invoice at the end of the month following the date of receipt of such invoice.

4.3 Unless otherwise stated in the Purchase Order, retention money will be deducted at the rate of 15% of the total price payable to the Sub-contractor pursuant to the Contract. 5% will be released upon practical completion of the Work and the balance of 10% at the end of the defects liability period referred to in Clause 9, subject always to the making-good of any defects in the Work by the Sub-contractor to the satisfaction of the Company.

4.4 Whenever any sum of money shall be recoverable from or payable by the Sub-contractor, such sum may be deducted from or reduced by the amount of any sum or sums then due or which at any time thereafter may became due to the Sub-contractor under or in the respect of the Contract or any other contract with the Company.

4.5 Notwithstanding any other provision of this Purchase Order, the Company shall be entitled to recover from the Sub-contractor and/or deduct, and/or set-off against any monies due from it to the Purchase Order (including any Retention) the following sums:

(i) any sum or sums which the Sub-contractor is liable to pay the Company under or pursuant to this Purchase Order and/or any other Purchase Orders, and /or contracts made between the Company and the Sub-contractor; and/or

(ii) the amount of any claim that the Company may have in respect of any breach of or failure by the Sub-contractor in any way to observe or perform the provisions of this Purchase Order and/or any other Purchase Orders, and/or contracts made between the Company and the Sub-contractor; and/or

(iii) any sum or sums which have been paid by the Company in respect of which the Sub- contractor is not contractually entitled pursuant to the terms of this Purchase Order and/or any other contracts made between the Company and the Sub-contractor.

4.6. No further payment which is attributable to works, materials or services provided by the Sub- contractor shall become due from the Company.

4.7. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under these terms or otherwise.

5.0. PROGRESS AND COMPLETION

5.1 The Sub-contractor’s attention is drawn to the Programme Requirements. The Company will, before placing the Purchase Order, take reasonable steps to agree the programme for the completion of the Work with the Sub-contractor. The Sub-contractor shall not make use of any such information except for the sole purpose of implementing the Contract.

5.2 The Sub-contractor shall execute the Work in accordance with the said Programme Requirements and shall not cause any delay or disruption to the Company to ensure completion of the Work by the due date for completion, subject to any properly granted extension of time (which the Company shall notify to the Sub-contractor, if applicable).

5.3 In the event that it becomes apparent that the regular progress of Work may be delayed or disrupted (for any reason whatsoever), the Sub-contractor shall forthwith give written notice of the cause and likely duration of the delay to the Company. The Company may at its discretion grant a fair and reasonable extension of time, having regard to any extension which may be granted under the Principal Contract.

5.4 If the Works are not completed in accordance with the Programme Requirements or as later fixed under clause 5.3, the Company may require the Sub-contractor to pay or allow to the Company liquidated damages at the rate of 10% of the Contract Sum per week starting on the day after the day the Works were to be completed and continuing until date of practical completion.

5.5 Subject to clause 2.9.3, the Company may deduct the liquidated damages from any sum due to the Sub-contractor under this contract or recover those damages from the Sub-Contractor as a debt.

5.6 The Company reserves the right to refuse any additional charges pertaining to aborted works, cancellations, etc, where the Sub-contractor has not made every reasonable attempt to access the relevant premises and to undertake the required works and is able to demonstrate this. Additionally, the Sub-contractor must have made every reasonable attempt to contact at least TWO members of The Company’s personnel by telephone before aborting a visit. The Company refuses any liability pertaining to related charges if these attempts cannot be demonstrated.

6.0. SPECIFICATION, PLANS, DRAWINGS AND DESIGNS

6.1 The whole of the copyright and all other intellectual property rights throughout the world for the whole of the term of such copyright and intellectual property rights in each country and all renewals and extensions of such rights (“intellectual Property”) in any specification, plans, drawings, patterns or designs supplied by the Company in connection with the Contract shall remain with the Company and the Company shall be entitled to the return of such material forthwith on completion or earlier termination of the Contract in accordance with these Terms. All information contained in such material shall be treated as confidential to the Sub- contractor. The Sub-contractor shall not divulge any information relating in any way whatsoever to the Company’s business or that of its clients and the Sub-contractor shall not make use of any such information except for the sole purpose of implementing the Contract.

6.2 The Sub-contractor shall examine all information supplied to it by the Company. All dimensions shall be verified at the Site by the Sub-contractor and the Company gives no warranty whatsoever in respect of such information.

6.3 The Sub-contractor’s obligations under this Clause 5 shall survive termination of the Contract.

6.4 Where the Work includes the preparation of designs, plans, drawings or details by the Sub- contractor then the Sub-contractor undertakes that they shall be safe and suitable for their purpose and agrees to indemnify the Company (and to keep the Company fully and effectually indemnified) against any loss or damage howsoever caused arising out of or in connection with such designs and against all claims or demands by any person in respect of such loss or damage as aforesaid.

6.5 The Intellectual Property in all designs, plans, drawings and details prepared by or on behalf of the Sub-contractor for the Company under the Contract shall belong to the Company and (to the extent that any such rights would otherwise vest in the Sub-contractor or any third party) are hereby assigned by the Sub-contractor as beneficial owner to the Company absolutely. The Sub-contractor will at its own expense, at the Company’s request, duty execute or procure the execution of such assignments or other documents (whether in favour of the Company or otherwise as the Company may direct) and do all such things and acts as the Company may require in order to give effect to this Clause.

6.6 Any moral rights arising under the Copyright Designs and Patents Act 1988 (as amended or re-enacted from time to time) or any similar rights in any jurisdiction whether or not in the United Kingdom which may arise or have arisen in the Sub-contractor’s favour in respect of any Work in which the copyright vests in the Company by virtue of Clause 11.1 or 11.2 or has otherwise vested in the Sub-contractor are hereby irrevocably waived by the Sub-contractor and to the extent that any such rights may arise or have arisen in favour of any third party, the Sub-contractor warrants to the Company that it has procured an irrevocable waiver of such rights by such third party.

6.7 The Sub-contractor shall satisfy itself that any designs included in drawings, details and specifications forming part of the Contract shall be for the  purpose required by the Company   as stated in any and all pre-Contract correspondence, and notwithstanding Clause 6.5, the Sub-contractor shall retain and assume design liability for all  such  drawings  and specifications, plans or details supplied by it pursuant to the Contract.

6.8 The Sub-Contractor shall be responsible for, and shall pay the extra costs, if any, occasioned by any discrepancies, errors or omissions in any drawings, plans, specifications and other particulars supplied by it whether they have been approved by the Company or not.

6.9 The design, drawings and information shall be executed and delivered in such a manner that the completion of the Work is achieved in accordance with the Contract.

6.10 The Scope of Works document sets out to assist the Sub-contractor in identifying the extent of the Works to be priced in the Purchase Order by amplifying the details shown on the design and directing attention to other items that are to be included in the Contract Sum. These items are not intended to exclude or limit any other items that may be required for the works, or by or on behalf of the Company or that may be required by any statutory authority or by good construction practice. The works under this Purchase Order shall comprise only materials and goods which are new and of sound and satisfactory quality and all workmanship, and fabrication will be to standards consistent with the agreed scope, as well as any requirements set by the local council, in relation to the Works or otherwise; and the Works shall, when completed, comply with the agreed scope and any performance specification or other relevant criteria or specifications referred to herein and with the Statutory Requirements. The Company may monitor the carrying out of the Works as necessary to check that all the Statutory Requirements (in particular, but without limitation, those relating to health and safety) are being complied with. Should the Company discover any breach of the Statutory Requirements, the Company may issue to the Sub-contractor such instructions as may in his opinion be necessary in order to secure compliance as aforesaid. No adjustment of the Contract Sum or the completion date shall be made in respect of compliance by the Sub-contractor with any instructions under this clause.

7.0. TITLE AND RISK IN MATERIALS AND GOODS

7.1 The title to goods, materials, plans or designs supplied by the Sub-contractor shall remain with the Sub-contractor until they are delivered at the Site and accepted by the Company. Thereafter, (but subject to Clause 6.7) title to the goods, materials, plans or designs shall pass to the Company absolutely and the Company shall be entitled to use all such goods, materials, plans or designs notwithstanding termination of this Contract for whatever reason.

7.2 The Sub-contractor shall be responsible for any loss or damage to the materials or goods until they have been fully, finally and properly incorporated into the Work accepted in full by the Company.

7.3 The Sub-contract shall be responsible for securing the materials or goods against loss, theft or damage.

8.0. VARIATION TO WORK

8.1 The Sub-contractor shall forthwith comply with any written instruction by authorised personnel of the Company requiring or approving a variation to the Work (a “Variation”) and any such Variation shall not vitiate the Contract. The price to be paid to or refunded by the Sub- contractor and respect of any Variation shall be agreed between the parties in writing at the time such Variation is notified to the Company, and shall be deemed to be incorporated into the relevant Purchase Order.

8.2 Where the price for a Variation is to be calculated on a day-work rate, such rate will be agreed with the Company’s project manager and unless otherwise agreed, a working day shall be deemed to be from the hours of 8.00 a.m. to 5.00 p.m. (or, if different, a total of nine hours in any 24-hour period) Monday to Saturday inclusive.

8.3 It shall be a condition precedent to payment of any Variation that the Company’s project manager shall certify in writing that the said Variation has been completed in accordance with the Contract and that the Sub-contractor provides a written statement of the labour materials and plant expended on such day-works.

9.0. QUALITY, INSPECTION AND DEFECTS

9.1 The Sub-contractor shall execute and complete the Work including any Variations thereto, making good, defects, shrinkages and other faults throughout the defects liability period specified in the Principal Contract in accordance with the Principal Contract and the Specification and to the entire satisfaction of the Company. In the absence of a Principal Contract, the defects liability period is deemed to commence on the date of completion and have a duration of 12 months.

9.2 The Sub-contractor shall at all times allow any person nominated by the Company to make any inspection or test in connection with the Work but no such inspection or test shall relieve the Sub-contractor of his obligations under the Contract. The Sub-contractor shall afford all reasonable facilities for the inspection and/or test and the cost of the same shall be deemed   to be included in the price payable to the Sub-contractor pursuant to the contract. In the same case of the environmental engineering Work, the price shall be deemed to include for the setting up and regulation of all equipment installed by the Sub-contractor, regardless of the source of supply of the equipment concerned.

9.3 If (in the opinion of the Company) any of the materials or goods forming part of the Work fail to meet the requirements of the Specification (whether such failure is apparent, latent or otherwise), the Company may by written notice at any time reject such goods or materials, irrespective of whether or not the property or risk in them may have passed to the Company  in materials, the Sub-contractor shall forthwith rectify the defective materials at its own expense. In the event of any default by the Sub-contractor in meeting a requirement of this Clause the Sub-contractor shall be liable for all the costs of rectification by others and any special, consequential loss or damage or loss of profits sustained by the Company arising therefrom and the Sub-contractor hereby agrees to indemnify the Company for any such loss.

9.4 The Sub-contractor shall, if so required by the Company, forthwith rectify any defective material or workmanship at its own expense. In the event of any default by the Sub-contractor in meeting a requirement under this Clause, the Sub-contractor shall pay or allow the Company to deduct from the price the cost of rectification in accordance with Clause 4.5. The requirements of this Clause shall remain in force throughout any defects liability period defined in the Principal Contract and shall operate without prejudice to any other rights or remedies which the Company may have.

10.0. SITE FACILITIES AND EQUIPMENT

10.1 The Sub-contractor shall provide at his own expense all facilities and equipment which may be needed for the execution of the Work. Where the Sub-contractor has reasonable free use of any facilities or equipment which may be available on Site, such use will be entirely at the Sub-contractor’s own risk. The Sub-contractor shall indemnify the Company (and shall keep the Company fully and effectually indemnified) for any damage, loss or injury suffered by the Company as a result of such use.

10.2 In the event of termination  of the Contract  for  any reason (other than  by reason of termination of the Principal Contract), the Company shall (notwithstanding such termination) be entitled to use any facilities  and equipment  provided  by the Sub-contractor  pursuant to Clause  10.1 for the purposes of fulfilling its obligations under the Principal Contract., and the Sub- contractor hereby grants to the Company an irrevocable licence to use such facilities  and equipment for  such purpose. The Company undertakes to return all such facilities and equipment (at its own expense) to the Sub-contractor upon practical completion of the Principal Contract.

10.3 The Sub-contractor’s tools and equipment shall be used at its sole risk as regards loss or damage howsoever caused.

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

11.1 The Sub-contractor shall not cause damage to or misuse any property of the Company or any property of its clients or that of any other sub-contractor or person employed on Site.

11.2 The Sub-contractor shall indemnify the Company (and shall keep the Company fully and effectually indemnified) against and from all claims, causes of action, damages, cost, loss and expense whatsoever in respect of the following:

11.2.1 Personal injury or death of any person or injury or damage to any property arising out of any defects in the goods or workmanship or any other breach of the Sub- contractor’s warranties, whether express or implied;

11.2.2 Any negligence or breach of duty on the part of the Sub-contractor, his sub- contractors, his or their servants or agents; and

11.2.3 Any breach or non-performance or default in performance of this Contract by the Sub- contractor, his servants or agents.

12.0. REMOVAL OF RUBBISH

12.1 The Sub-contractor shall clear away to a dump or other place provided on the Site all rubbish resulting from the execution of the Work and shall keep access to the Work clear from rubbish at all times. The Sub-contractor upon practical completion of the Work shall properly clear up and leave the Work and all areas made available for the purpose of executing the Work clean and tidy to the satisfaction of the Company. All costs incurred by the Company due to the Sub-contractor’s non-compliance with this Clause will be deducted from monies owing to the Sub-contractor pursuant to Clause 4.5.

12.2 The Sub-contractor is deemed to have knowledge of and shall comply with the terms and of the Control of Pollution “Amendment” Act 1989.

13.0. CUTTING AWAY SUB-SURFACES

13.1 Under no circumstances whatsoever shall any cutting away be done without the prior written authority of the Company.

13.2 The Sub-contractor shall satisfy itself before commencing Work as to the suitability of any surfaces to which the Sub-contractor is to fix, apply or lay the Work.

14.0. USE OF SITE

14.1 The Site shall not be used for any purpose other than for the carrying out of the Work, and the Company shall give the Sub- contractor such access to the Site as may be required in order for the Sub-contractor to carry out the Work. Similarly, the Sub- contractor undertakes to allow all other sub-contractors, statutory, statutory bodies or other authorised personnel reasonable access to the Site as may be required by such personnel in accordance with the Company’s instructions.

14.2 The Sub-contractor undertakes to comply with all site regulations as may be notified to him by the Company from time to time, which shall include, but shall not be limited to, regulations in respect of health and safety, working hours, materials storage, welfare facilities, noise and conduct (including in relation to use of radios, smoking, eating and drinking).

15.0. INFORMATION

15.1 The Company shall not be liable to the Sub-contractor in respect of or in relation to any disruption or delay to the Works arising from or in connection with the late receipt or non- receipt by the Sub-contractor of any instructions, drawings, or other information. In the event of any such delay (or foreseen delay) the Sub-contractor agrees to notify the Company forthwith, giving details of the cause and likely duration of such delay, and further agrees to indemnify the Company (and keep the Company fully and effectually indemnified) against any loss or damage to the Company under the Principal Contract as a result of such delay (whether directly or indirectly). If appropriate, any loss or damage suffered or incurred by the Company pursuant to this Clause may be remedied by way of a reduction in the price payable to the Sub-contractor in accordance with Clause 4.

15.2 Any instructions, drawings or other information relating to the Works which are requested from the Sub-contractor must be provided in due time and so as not to cause any disruption or delay to the Works to be performed under the Principal Contract. The Sub-contractor must ensure that the Work is undertaken so as to cause minimum disturbance, delay or disruption to the Company or any other sub-contractor of the Company.

16.0. HEALTH, SAFETY & WELFARE

16.1. The Sub-contractor will carry out their works in accordance with the Companies Health, Safety and Environmental Code for Subcontractors.

16.2. The Sub-contractor agrees to submit all necessary Risk and Method Statements to the Company prior to the Works commencing.

17.0. COMPLIANCE WITH STATUTORY AND OTHER REGULATIONS

17.1. The Sub-contractor undertakes to comply and undertakes to ensure that its sub-contractors, servants and agents shall comply with any applicable status Order-in Council Regulation or Direction Bye-Law or other lawful requirement or instruction. Any breach of the foregoing shall be deemed to be a breach of the Contract. In particular (but without limitation), the Sub- contractor undertakes to and undertakes to ensure that its sub-contractors, servants and agents:

17.1.1. Conform to all applicable legislation relating to health and safety and employer’s liability insurance;

17.1.2. Conform to all applicable legislation, industry best-practice and local council requirements;

17.1.3. Obtain every license permit or authority that may be required in connection with the Work;

17.1.4. At all times, comply in all respects with the Construction (Design and Management) Regulations 2015 (of which the Sub-contractor shall be deemed to have knowledge, and which shall be deemed to be incorporated into these Terms); and

17.1.5. Comply with the appropriate IEE Regulations in relation to all electrical work and be a holder of a certificate by the National Inspection Council and the Sub-contractor agrees to indemnify (and to keep the Company fully and effectually indemnified) against all or any loss or damage suffered by the Company (whether directly or indirectly) as a result of breach by it of this Clause.

18.0. TERMINATION

18.1 The Company may without prejudice to any other of its rights and remedies determine the contract for any of the following reasons:

18.1.1 Termination of the Principal Contract;

18.1.2 Failure by the Sub-contractor to carry out Variations or other lawful instructions;

18.1.3 Failure of the Sub-contractor to proceed diligently and with the requisite level of competence with the manufacture;

18.1.4 Failure by the Sub-contractor to follow the Programme Requirements, determined in the sole discretion of the Company

18.1.5 Failure of the Sub-contractor to rectify defective material or workmanship when required to do so;

18.1.6 The Sub-contractor shall commit any other breach of the Contract and, if such breach is capable of remedy, shall have failed to remedy the same within seven days of written notice from the Company requiring such breach to be remedied;

18.1.7 Failure of the Sub-contractor to withdraw immediately at the request of the Company and one or more of his employees, agents or Sub-contractors to whom the Company objects or whose presence at the Site may contravene the conditions of this Contract or the Principal Contractor and to replace such person(s) immediately by other more suitable personnel;

18.1.8 If the Sub-contractor makes or seeks to make any voluntary arrangement with or convenes a meeting of its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of an amalgamation or reconstruction where the Sub- contractor is solvent or (being and individual) becomes bankrupt;

18.1.9 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Sub-contractor;

18.1.10 The Sub-contractor ceases, or threatens to cease to carry on business; or

18.1.11 The Company reasonably apprehends that any of the events mentioned above is about to incur in relation to the Sub-contractor and notifies the Sub-contractor accordingly.

18.2 In the event of termination under this Clause, the Sub-contractor shall not be entitled to further payment until the materials have been supplied and the Work is fully completed by the Company or by other, whereupon payment shall be made (subject to any deductions contemplated by this contract) for the value or any materials accepted up to the date of termination, less the amount of any claim the Company may have arising out of breach of Contract by the Sub-contractor and/or any other sum properly due to the Company from the Sub-contractor whatsoever and howsoever arising.

19.0. NON-ASSIGNMENT

19.1 The Sub-contractor shall not assign or sub-contract the whole or any part of the Contract without the written permission of the Company and where the Company has permitted such an assignment, the Sub-contractor shall, on request, supply the Company with copies of all agreements with its sub-contractors. The Sub-contractor shall be responsible for all Work supplied by any sub-contractor.

20.0. MISCELLANEOUS

20.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Contract except to the extent that any provision of Contract expressly provides to the contrary.

20.2 The Company’s rights and remedies under the Contract shall be cumulative and not exclusive of any other rights and remedies provided in law.

20.3 Failure or delay on the part of the Company to exercise any of its rights or remedies shall not be construed as a waiver of such rights or remedies.

20.4 No waiver by the Company of any rights or remedies shall be effective unless in writing. Any such waiver shall not prejudice the Company’s ability to exercise such rights or pursue such remedies at any time in the future.

20.5 Notices may be given to the Company at its registered office and by the Company to the Sub-contractor at its registered office (if a company) or other last known address.

20.6 All Contracts between the Company and the Sub-contractor shall be governed by and construed in accordance with the law of England & Wales. For the benefit of the Company the sub-contractor irrevocably agrees to submit to the jurisdiction of the English courts in regard of any dispute touching or concerning the performance of any such contract or the validity of construction of the contract (including these Terms), but without prejudice to the right of the Company to bring or enforce proceedings in any other court or tribunal having jurisdiction.

21.0. ARBITRATION

21.1 Should any question or dispute arise on any matter or of in connection with this Contract the same shall (except where the Principal Contract provides for such to be subject to the final decision of the \Architect or Engineer) be referred for arbitration to some person agreed upon or failing agreement to a person appointed by the President for the time being of the RICS Royal Institution of Chartered Surveyors or as otherwise provided under the provisions of the Principal Contract. The decision of the said person shall in every case be binding and conclusive on the parties hereto and every reference shall be deemed a submission within   the meaning of the Arbitration Act 1996 and Acts amending the same and shall be subject to the provisions of such Acts. No Arbitration proceedings are to be commenced (unless the Company decides otherwise in writing) until after the date of completion of all works executed under the Principal Contract.