CONTRACTOR’S GENERAL OBLIGATIONS. Execution of the Contract Works The Contractor shall execute and complete the Contract Works in strict accordance with the Contract (and such further documents as are in the Company's opinion necessary to explain and clarify the Contract) and shall comply with and adhere strictly to the Company's instructions relating to the Contract Works. Further the Contractor shall execute and complete the Contract Works in accordance with the Company's progress requirements as may be indicated by the Company to the Contractor from time to time and as defined in the Specification. Materials and Workmanship All materials and goods shall be new, of sound and satisfactory quality and suitable in all respects for the purposes of the Contract Works and be of the kinds and standards described by and in accordance with the Contract. All workmanship shall be of the standards described in the Contract or if they are not expressly so described they shall be to the satisfaction of the Company. Save where otherwise expressly provided in the Contract, the Contract Works shall conform in all respects with good building practice current at the relevant time, together with instructions of the Company issued to the Contractor from time to time, the performance standards and technical requirements of the National House Building Council or equivalent ("NHBC") and to applicable British Standards, Codes of Practice and the like and shall generally be of good quality and standards and not known to the Contractor and/or within the construction industry to be deleterious. Specific Materials and Samples Where the Contract requires the supply of materials to a specific standard or specification, or from a particular source, no other substitute materials may be used without serving notice on the Company in accordance with clause 16 marked for the attention of the Commercial Director and with a further copy marked for the attention of the Construction Director setting out any proposed change and then receiving from the Company the prior written consent of the Company. The Company may, at its sole and absolute discretion, specify the source of any materials or provide materials for use in the Contract Works. Where the Company is providing materials for use in the Contract Works, the Contractor shall give written notice to the Company of at least 7 days prior to the date that such materials are required by the Contractor or such other period of notice as may be set out in the Contract Documents. The Contractor shall, when requested by the Company, submit at the Contractor's cost, samples of any goods and/or materials to be used in the Contract Works. Each sample shall be labelled as to origin and intended use in the Contract Works. Priority of documents The documents forming the Contract are intended to be mutually explanatory of one another. In case of any ambiguity, discrepancy or contradiction, for the purposes of interpretation, the priority of the documents shall, subject to clause 1.4.2 be as follows: this Agreement; the Order and the Pre-Order Meeting Minutes; the Specification and the Drawings; the Supplier and Subcontractor SLA; the Code; the General Terms; the Trade Specification (if any); the Contract Sum Analysis (if any); and any other documents referred to in the Order other than those listed above. No amendment to the terms of this Agreement is binding unless authorised in writing by the Company or expressly set out in the Pre-Order Meeting Minutes as amending the terms of this Agreement. In the event of being so authorised in writing by the Company or in the event that the Pre-Order Meeting Minutes expressly state that terms of this Agreement are to be amended then the amended terms shall take priority over the terms they amend in the Agreement. For the avoidance of doubt, where the Agreement cross refers to something being set out in the Pre-Order Meeting Minutes then nothing in this clause shall be construed so as to prevent the parties from relying on what has been expressly set out in the Pre-Order Meeting Minutes in relation to such reference. Ambiguities and discrepancies Without prejudice to clause 1.10, the Contractor shall be deemed to have scrutinised the documents forming the Contract and shall be responsible for their accuracy. Without prejudice to the foregoing, the Contractor shall scrutinise the documents forming the Contract and if the Contractor shall find any ambiguity, conflict, discrepancy or contradiction in any of the documents forming the Contract it shall immediately notify the Company in writing who shall upon receipt of such notice issue any necessary instruction or clarification remedying such ambiguity, conflict, discrepancy or contradiction. The Contractor shall comply with such instruction or clarification without any adjustment to the Contract Sum or adjustment to the Anticipated Completion Date. Statutory Requirements If it becomes apparent that the execution and completion of the Contract Works in accordance with the Contract and/or any instructions issued by the Company and/or any materials supplied for use in the Contract Works will or may cause an infringement of or will contravene or not be in accordance with any Act of Parliament, any instrument rule or order made under any Act of Parliament, or any regulation or bye-law or requirement of any local authority or of any statutory undertaker which has jurisdiction with regard to the Contract Works or with the systems of which the same are or will be connected or with any requirements of the NHBC or any applicable British Standards or Codes of Practice, or manufacturers' recommendations (all collectively referred to in this Agreement as "Statutory Requirements"), including any change in the Statutory Requirements after the Contractor has commenced the Contract Works, the Contractor shall immediately notify the Company in writing of such infringement or contravention and of his proposals to remove the same. Thereafter, the Company shall issue an instruction as to the manner in which such infringement or contravention shall be resolved in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Compliance with Statutory Requirements Unless the Company instructs the Contractor to the contrary, the Contractor shall make all applications, give all notices and pay all fees required by and shall fully comply with the Statutory Requirements. Compliance with Supplier and Subcontractor SLA and Code of Conduct The Contractor will comply with and be subject to the Supplier and Subcontractor SLA and Code as issued by the Company from time to time and notified to the Contractor. If the Contractor fails to comply with either the Supplier and Subcontractor SLA or Code then the Contractor shall be solely liable for any costs and/or damages arising from such non-compliance. Without prejudice to the foregoing, the Contractor shall promptly rectify any failure to comply with the terms of the Supplier and Subcontractor SLA or the Code without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Ground and other Conditions The Contractor has had an opportunity of inspecting the physical conditions (including the sub-surface conditions) and other conditions of or affecting the Site and shall be deemed to have fully acquainted itself with the same and to have obtained all necessary information as to conditions, risks, contingencies and all other circumstances which may influence or affect the execution of the Contract Works. No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance shall entitle the Contractor to any adjustment to the Contract Sum and/or to the Anticipated Completion Date. If such conditions, risks, contingencies or circumstances are encountered, the Contractor shall immediately notify the Company in writing with his proposals for overcoming the same whereupon the Company may issue an instruction as to the manner in which such conditions, risks, contingencies or circumstances shall be dealt with in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Site Data The Contractor shall be responsible for verifying and interpreting any data relating to the subsurface and hydrological conditions at the Site, including environmental aspects, and any other surveys, results, or information which are relevant to the Contract Works, prepared by or on behalf of the Company and made available to the Contractor. The Company shall have no responsibility for the accuracy, sufficiency or completeness of any such data, or for any information or statement contained therein, whether made negligently or otherwise. Deemed Knowledge of Project Agreements The Contractor agrees that it has read and familiarised itself and will read and familiarise itself with any contract(s) which the Company has entered into or may enter into in relation to the Project (and copies or extracts of which have been or will be provided to the Contractor) ("Project Agreements") and that where the obligations of the Company under the Project Agreements relate to or apply to the Contract Works, the Contractor shall observe and comply with those obligations. The Contractor shall be liable for and shall indemnify the Company against each and every liability which the Company may incur to any person whatsoever and against all damage, loss, expense, cost, claim or proceedings under any statute or at common law made against or incurred by the Company arising out of or in connection with any breach or non observance by the Contractor of any of the obligations as stated in this clause. Collateral Warranties The Contractor shall, unless otherwise stated in section 2.04 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, execute and deliver to the Company deeds of warranty in the form attached at Schedule 1 (together with such other amendments as the Company shall reasonably require) in favour of any third party acquiring or having an interest in the Project or part thereof ("Collateral Warranties"). Parent Company Guarantee The Contractor shall, unless otherwise stated in section 2.05 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, secure a guarantee of his performance in the form attached at Schedule 2 in favour of the Company from the company having a controlling interest in the Contractor ("Parent Company Guarantee"). Guarantee Bond The Contractor shall, unless otherwise stated in section 2.06 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, provide security for the proper performance of the Contract in the form attached at Schedule 3 by a body approved by the Company ("Guarantee Bond"). Surface Applications The Contractor shall be deemed to have satisfied itself before commencement of the Contract Works or any part or task thereof that the surfaces and work to which his work is to be applied are in a satisfactory condition to receive his work. Should the Contractor consider any surface to be unsatisfactory, it shall notify the Company, in writing, as soon as the circumstances giving rise to his dissatisfaction are apparent or ought reasonably to have become apparent and, in any event, before the Contractor's work to such surfaces, work, etc, is commenced. In the absence of such notification in accordance with this clause, the Contractor shall be responsible for the rectification of any defects in its work and of all damages incurred by the Company and resulting from any unsatisfactory surfaces and works to which the Contractor's work is to be applied. Unloading and Delivery The Contract Sum is deemed to include for unloading, transporting, distributing, storing and placing materials, goods, plant and other resources to and at the Site, (including any materials specified or supplied by the Company) except where otherwise expressly mentioned in the Contract. The Contractor's materials, goods, plant and other resources shall be delivered to the Site reasonably in accordance with the progress of the Contract Works on the Site and the Company shall be entitled to refuse access and storage on the Site when delivery would be premature. The Contractor shall give the Company at least 7 days notice prior to delivery of materials, goods, plant and other resources. The Contractor shall accept delivery of all materials, goods, plant and other resources at the Site and shall be responsible for the care of all goods, materials, plant and other resources including those supplied by the Company. Planning The Contractor shall provide all information reasonably required by the Company to enable the Company to prepare short and medium term planning data for the execution and completion of the Project. Storage The Company will allocate temporary locations, where available, for the storage of Contractor's materials, goods, plant and other resources within the confines of the Site. It shall remain the Contractor's responsibility to protect and secure safely his materials, goods, plant and other resources while in temporary storage. Where temporary storage locations are not available then it shall be the responsibility of the Contractor to provide his own off-site storage at its own cost. Where it is indicated within the Contract that a storage and accommodation area for the Contractor will be allocated by the Company then the location of the area may be revised at the Company's sole and absolute discretion and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Setting out The Company shall set out all main datum lines to enable the Contractor to carry out and complete the Contract Works. The Contractor shall be responsible for taking site dimensions where necessary for the proper execution of the Contract Works. Protection The Contractor shall be deemed to have allowed in the Contract Sum for sufficient protection to prevent damage to the Contract Works howsoever arising including but without limitation damage arising out of or in connection with weather conditions, construction or other contractors and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Adverse weather The Contractor shall take all reasonable measures to continue the Contract Works during periods of adverse weather conditions. All temporary protection or necessary changes to the method of work relating to adverse weather conditions are deemed to be included within the Contract Sum and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Method Statement The Contractor shall provide, within 7 days of such request, and in any event prior to commencement of the Contract Works, a method statement which includes the intended programme and a sequence of work showing how the Contractor intends to execute and complete the Contract Works in accordance with the Contract. The Contractor shall keep the method statement fully updated and developed throughout the course of the Contract Works. The Contractor accepts that there is no guarantee that it will be able to carry out works in accordance with the method statement and its own planned sequence of work. Duty to Warn Without prejudice to any other provision of the Contract and the Contractor's obligations at law, the Contractor agrees that it is hereby obliged to warn the Company if it becomes aware, or ought reasonably to have become aware: that the work (including any design) of any party performing the Related Works (as defined in clause 8 is or appears to be sub-standard or may or will be detrimental to the Contract Works; and of any and all mistakes, inaccuracies, discrepancies, inconsistencies or other defects and omissions in any Design Information (as defined in clause 2) provided by the Company. Attendances/ Facilities The Contractor shall provide all attendances and facilities for the due performance of the Contract save only for those attendances or facilities expressly required to be provided by the Company and specified in the Contract. The provision of such attendances or f
Appears in 1 contract
Sources: Agreement for Large Package Contract
CONTRACTOR’S GENERAL OBLIGATIONS. Execution of the Contract Works The Contractor shall execute and complete the Contract Works in strict accordance with the Contract (and such further documents as are in the Company's opinion necessary to explain and clarify the Contract) and shall comply with and adhere strictly to the Company's instructions relating to the Contract Works. Further the Contractor shall execute and complete the Contract Works in accordance with the Company's progress requirements as may be indicated by the Company to the Contractor from time to time and as defined in the Specification. Materials and Workmanship All materials and goods shall be new, of sound and satisfactory quality and suitable in all respects for the purposes of the Contract Works and be of the kinds and standards described by and in accordance with the Contract. All workmanship shall be of the standards described in the Contract or if they are not expressly so described they shall be to the satisfaction of the Company. Save where otherwise expressly provided in the Contract, the Contract Works shall conform in all respects with good building practice current at the relevant time, together with instructions of the Company issued to the Contractor from time to time, the performance standards and technical requirements of the National House Building Council or equivalent ("NHBC") and to applicable British Standards, Codes of Practice and the like and shall generally be of good quality and standards and not known to the Contractor and/or within the construction industry to be deleterious. Specific Materials and Samples Where the Contract requires the supply of materials to a specific standard or specification, or from a particular source, no other substitute materials may be used without serving notice on the Company in accordance with clause 16 marked for the attention of the Commercial Director and with a further copy marked for the attention of the Construction Director setting out any proposed change and then receiving from the Company the prior written consent of the Company. The Company may, at its sole and absolute discretion, specify the source of any materials or provide materials for use in the Contract Works. Where the Company is providing materials for use in the Contract Works, the Contractor shall give written notice to the Company of at least 7 days prior to the date that such materials are required by the Contractor or such other period of notice as may be set out in the Contract Documents. The Contractor shall, when requested by the Company, submit at the Contractor's cost, samples of any goods and/or materials to be used in the Contract Works. Each sample shall be labelled as to origin and intended use in the Contract Works. Priority of documents The documents forming the Contract are intended to be mutually explanatory of one another. In case of any ambiguity, discrepancy or contradiction, for the purposes of interpretation, the priority of the documents shall, subject to clause 1.4.2 be as follows: this Agreement; the Order and the Pre-Order Meeting Minutes; the Specification and the Drawings; the Supplier and & Subcontractor SLA; the Code; the General Terms; the Trade Specification (if any); the Contract Sum Analysis (if any); and any other documents referred to in the Order other than those listed above. No amendment to the terms of this Agreement is binding unless authorised in writing by the Company or expressly set out in the Pre-Order Meeting Minutes as amending the terms of this Agreement. In the event of being so authorised in writing by the Company or in the event that the Pre-Order Meeting Minutes expressly state that terms of this Agreement are to be amended then the amended terms shall take priority over the terms they amend in the Agreement. For the avoidance of doubt, where the Agreement cross refers to something being set out in the Pre-Order Meeting Minutes then nothing in this clause shall be construed so as to prevent the parties from relying on what has been expressly set out in the Pre-Order Meeting Minutes in relation to such reference. Ambiguities and discrepancies Without prejudice to clause 1.10, the Contractor shall be deemed to have scrutinised the documents forming the Contract and shall be responsible for their accuracy. Without prejudice to the foregoing, the Contractor shall scrutinise the documents forming the Contract and if the Contractor shall find any ambiguity, conflict, discrepancy or contradiction in any of the documents forming the Contract it shall immediately notify the Company in writing who shall upon receipt of such notice issue any necessary instruction or clarification remedying such ambiguity, conflict, discrepancy or contradiction. The Contractor shall comply with such instruction or clarification without any adjustment to the Contract Sum or adjustment to the Anticipated Completion Date. Statutory Requirements If it becomes apparent that the execution and completion of the Contract Works in accordance with the Contract and/or any instructions issued by the Company and/or any materials supplied for use in the Contract Works will or may cause an infringement of or will contravene or not be in accordance with any Act of Parliament, any instrument rule or order made under any Act of Parliament, or any regulation or bye-law or requirement of any local authority or of any statutory undertaker which has jurisdiction with regard to the Contract Works or with the systems of which the same are or will be connected or with any requirements of the NHBC or any applicable British Standards or Codes of Practice, or manufacturers' recommendations (all collectively referred to in this Agreement as "Statutory Requirements"), including any change in the Statutory Requirements after the Contractor has commenced the Contract Works, the Contractor shall immediately notify the Company in writing of such infringement or contravention and of his proposals to remove the same. Thereafter, the Company shall issue an instruction as to the manner in which such infringement or contravention shall be resolved in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Compliance with Statutory Requirements Unless the Company instructs the Contractor to the contrary, the Contractor shall make all applications, give all notices and pay all fees required by and shall fully comply with the Statutory Requirements. Compliance with Supplier and & Subcontractor SLA and Code of Conduct The Contractor will comply with and be subject to the Supplier and & Subcontractor SLA and Code as issued by the Company from time to time and notified to the Contractor. If the Contractor fails to comply with either the Supplier and & Subcontractor SLA or Code then the Contractor shall be solely liable for any costs and/or damages arising from such non-compliance. Without prejudice to the foregoing, the Contractor shall promptly rectify any failure to comply with the terms of the Supplier and & Subcontractor SLA or the Code without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Ground and other Conditions The Contractor has had an opportunity of inspecting the physical conditions (including the sub-surface conditions) and other conditions of or affecting the Site and shall be deemed to have fully acquainted itself with the same and to have obtained all necessary information as to conditions, risks, contingencies and all other circumstances which may influence or affect the execution of the Contract Works. No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance shall entitle the Contractor to any adjustment to the Contract Sum and/or to the Anticipated Completion Date. If such conditions, risks, contingencies or circumstances are encountered, the Contractor shall immediately notify the Company in writing with his proposals for overcoming the same whereupon the Company may issue an instruction as to the manner in which such conditions, risks, contingencies or circumstances shall be dealt with in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Site Data The Contractor shall be responsible for verifying and interpreting any data relating to the subsurface and hydrological conditions at the Site, including environmental aspects, and any other surveys, results, or information which are relevant to the Contract Works, prepared by or on behalf of the Company and made available to the Contractor. The Company shall have no responsibility for the accuracy, sufficiency or completeness of any such data, or for any information or statement contained therein, whether made negligently or otherwise. Deemed Knowledge of Project Agreements The Contractor agrees that it has read and familiarised itself and will read and familiarise itself with any contract(s) which the Company has entered into or may enter into in relation to the Project (and copies or extracts of which have been or will be provided to the Contractor) ("Project Agreements") and that where the obligations of the Company under the Project Agreements relate to or apply to the Contract Works, the Contractor shall observe and comply with those obligations. The Contractor shall be liable for and shall indemnify the Company against each and every liability which the Company may incur to any person whatsoever and against all damage, loss, expense, cost, claim or proceedings under any statute or at common law made against or incurred by the Company arising out of or in connection with any breach or non observance by the Contractor of any of the obligations as stated in this clause. Collateral Warranties The Contractor shall, unless otherwise stated in section 2.04 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, execute and deliver to the Company deeds of a warranty in the form attached at as part 1 of the Schedule 1 annexed and executed as relative hereto (“the Schedule”) (together with such other amendments as the Company shall reasonably require) in favour of any third party acquiring or having an interest in the Project or part thereof ("Collateral Warranties"). Parent Company Guarantee The Contractor shall, unless otherwise stated in section 2.05 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, secure a guarantee of his performance in the form attached at as part 2 o the Schedule 2 in favour of the Company from the company having a controlling interest in the Contractor ("Parent Company Guarantee"). Guarantee Bond The Contractor shall, unless otherwise stated in section 2.06 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, provide security for the proper performance of the Contract in the form attached at as part 3 of the Schedule 3 by a body approved by the Company ("Guarantee Bond"). Surface Applications The Contractor shall be deemed to have satisfied itself before commencement of the Contract Works or any part or task thereof that the surfaces and work to which his work is to be applied are in a satisfactory condition to receive his work. Should the Contractor consider any surface to be unsatisfactory, it shall notify the Company, in writing, as soon as the circumstances giving rise to his dissatisfaction are apparent or ought reasonably to have become apparent and, in any event, before the Contractor's work to such surfaces, work, etc, is commenced. In the absence of such notification in accordance with this clause, the Contractor shall be responsible for the rectification of any defects in its work and of all damages incurred by the Company and resulting from any unsatisfactory surfaces and works to which the Contractor's work is to be applied. Unloading and Delivery The Contract Sum is deemed to include for unloading, transporting, distributing, storing and placing materials, goods, plant and other resources to and at the Site, (including any materials specified or supplied by the Company) except where otherwise expressly mentioned in the Contract. The Contractor's materials, goods, plant and other resources shall be delivered to the Site reasonably in accordance with the progress of the Contract Works on the Site and the Company shall be entitled to refuse access and storage on the Site when delivery would be premature. The Contractor shall give the Company at least 7 days notice prior to delivery of materials, goods, plant and other resources. The Contractor shall accept delivery of all materials, goods, plant and other resources at the Site and shall be responsible for the care of all goods, materials, plant and other resources including those supplied by the Company. Planning The Contractor shall provide all information reasonably required by the Company to enable the Company to prepare short and medium term planning data for the execution and completion of the Project. Storage The Company will allocate temporary locations, where available, for the storage of Contractor's materials, goods, plant and other resources within the confines of the Site. It shall remain the Contractor's responsibility to protect and secure safely his materials, goods, plant and other resources while in temporary storage. Where temporary storage locations are not available then it shall be the responsibility of the Contractor to provide his own off-site storage at its own cost. Where it is indicated within the Contract that a storage and accommodation area for the Contractor will be allocated by the Company then the location of the area may be revised at the Company's sole and absolute discretion and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Setting out The Company shall set out all main datum lines to enable the Contractor to carry out and complete the Contract Works. The Contractor shall be responsible for taking site dimensions where necessary for the proper execution of the Contract Works. Protection The Contractor shall be deemed to have allowed in the Contract Sum for sufficient protection to prevent damage to the Contract Works howsoever arising including but without limitation damage arising out of or in connection with weather conditions, construction or other contractors and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Adverse weather The Contractor shall take all reasonable measures to continue the Contract Works during periods of adverse weather conditions. All temporary protection or necessary changes to the method of work relating to adverse weather conditions are deemed to be included within the Contract Sum and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Method Statement The Contractor shall provide, within 7 days of such request, and in any event prior to commencement of the Contract Works, a method statement which includes the intended programme and a sequence of work showing how the Contractor intends to execute and complete the Contract Works in accordance with the Contract. The Contractor shall keep the method statement fully updated and developed throughout the course of the Contract Works. The Contractor accepts that there is no guarantee that it will be able to carry out works in accordance with the method statement and its own planned sequence of work. Duty to Warn Without prejudice to any other provision of the Contract and the Contractor's obligations at law, the Contractor agrees that it is hereby obliged to warn the Company if it becomes aware, or ought reasonably to have become aware: that the work (including any design) of any party performing the Related Works (as defined in clause 8 is or appears to be sub-standard or may or will be detrimental to the Contract Works; and of any and all mistakes, inaccuracies, discrepancies, inconsistencies or other defects and omissions in any Design Information (as defined in clause 2) provided by the Company. Works Attendances/ Facilities The Contractor shall provide all attendances and facilities for the due performance of the Contract save only for those attendances or facilities expressly required to be provided by the Company and specified in the Contract. The provision of such attendances or ffacilities so specified in the Contract shall be subject to the terms, if any, stated therein. Plant and Mat
Appears in 1 contract
Sources: Large Package Contract
CONTRACTOR’S GENERAL OBLIGATIONS. Execution of the Contract Works The Contractor shall execute and complete the Contract Works in strict accordance with the Contract (and such further documents as are in the Company's opinion necessary to explain and clarify the Contract) and shall comply with and adhere strictly to the Company's instructions relating to the Contract Works. Further the Contractor shall execute and complete the Contract Works in accordance with the Company's progress requirements as may be indicated by the Company to the Contractor from time to time and as defined in the Specification. Materials and Workmanship All materials and goods shall be new, of sound and satisfactory quality and suitable in all respects for the purposes of the Contract Works and be of the kinds and standards described by and in accordance with the Contract. All workmanship shall be of the standards described in the Contract or if they are not expressly so described they shall be to the satisfaction of the Company. Save where otherwise expressly provided in the Contract, the Contract Works shall conform in all respects with good building practice current at the relevant time, together with instructions of the Company issued to the Contractor from time to time, the performance standards and technical requirements of the National House Building Council or equivalent ("NHBC") and to applicable British Standards, Codes of Practice and the like and shall generally be of good quality and standards and not known to the Contractor and/or within the construction industry to be deleterious. Specific Materials and Samples Where the Contract requires the supply of materials to a specific standard or specification, or from a particular source, no other substitute materials may be used without serving notice on the Company in accordance with clause 16 marked for the attention of the Commercial Director and with a further copy marked for the attention of the Construction Director setting out any proposed change and then receiving from the Company the prior written consent of the Company. The Company may, at its sole and absolute discretion, specify the source of any materials or provide materials for use in the Contract Works. Where the Company is providing materials for use in the Contract Works, the Contractor shall give written notice to the Company of at least 7 days prior to the date that such materials are required by the Contractor or such other period of notice as may be set out in the Contract Documents. The Contractor shall, when requested by the Company, submit at the Contractor's cost, samples of any goods and/or materials to be used in the Contract Works. Each sample shall be labelled as to origin and intended use in the Contract Works. Priority of documents The documents forming the Contract are intended to be mutually explanatory of one another. In case of any ambiguity, discrepancy or contradiction, for the purposes of interpretation, the priority of the documents shall, subject to clause 1.4.2 be as follows: this Agreement; the Order and the Pre-Order Meeting Minutes; the Specification and the Drawings; the Supplier and Subcontractor SLACharter; the Code; the General Terms; the Trade Specification (if any); the Contract Sum Analysis (if any); and any other documents referred to in the Order other than those listed above. No amendment to the terms of this Agreement is binding unless authorised in writing by the Company or expressly set out in the Pre-Order Meeting Minutes as amending the terms of this Agreement. In the event of being so authorised in writing by the Company or in the event that the Pre-Order Meeting Minutes expressly state that terms of this Agreement are to be amended then the amended terms shall take priority over the terms they amend in the Agreement. For the avoidance of doubt, where the Agreement cross refers to something being set out in the Pre-Order Meeting Minutes then nothing in this clause shall be construed so as to prevent the parties from relying on what has been expressly set out in the Pre-Order Meeting Minutes in relation to such reference. Ambiguities and discrepancies Without prejudice to clause 1.10, the Contractor shall be deemed to have scrutinised the documents forming the Contract and shall be responsible for their accuracy. Without prejudice to the foregoing, the Contractor shall scrutinise the documents forming the Contract and if the Contractor shall find any ambiguity, conflict, discrepancy or contradiction in any of the documents forming the Contract it shall immediately notify the Company in writing who shall upon receipt of such notice issue any necessary instruction or clarification remedying such ambiguity, conflict, discrepancy or contradiction. The Contractor shall comply with such instruction or clarification without any adjustment to the Contract Sum or adjustment to the Anticipated Completion Date. Statutory Requirements If it becomes apparent that the execution and completion of the Contract Works in accordance with the Contract and/or any instructions issued by the Company and/or any materials supplied for use in the Contract Works will or may cause an infringement of or will contravene or not be in accordance with any Act of Parliament, any instrument rule or order made under any Act of Parliament, or any regulation or bye-law or requirement of any local authority or of any statutory undertaker which has jurisdiction with regard to the Contract Works or with the systems of which the same are or will be connected or with any requirements of the NHBC or any applicable British Standards or Codes of Practice, or manufacturers' recommendations (all collectively referred to in this Agreement as "Statutory Requirements"), including any change in the Statutory Requirements after the Contractor has commenced the Contract Works, the Contractor shall immediately notify the Company in writing of such infringement or contravention and of his proposals to remove the same. Thereafter, the Company shall issue an instruction as to the manner in which such infringement or contravention shall be resolved in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Compliance with Statutory Requirements Unless the Company instructs the Contractor to the contrary, the Contractor shall make all applications, give all notices and pay all fees required by and shall fully comply with the Statutory Requirements. Compliance with Supplier and Subcontractor SLA Customer Charter and Code of Conduct The Contractor will comply with and be subject to the Supplier and Subcontractor SLA Charter and Code as issued by the Company from time to time and notified to the Contractor. If the Contractor fails to comply with either the Supplier and Subcontractor SLA Charter or Code then the Contractor shall be solely liable for any costs and/or damages arising from such non-compliance. Without prejudice to the foregoing, the Contractor shall promptly rectify any failure to comply with the terms of the Supplier and Subcontractor SLA Charter or the Code without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Ground and other Conditions The Contractor has had an opportunity of inspecting the physical conditions (including the sub-surface conditions) and other conditions of or affecting the Site and shall be deemed to have fully acquainted itself with the same and to have obtained all necessary information as to conditions, risks, contingencies and all other circumstances which may influence or affect the execution of the Contract Works. No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance shall entitle the Contractor to any adjustment to the Contract Sum and/or to the Anticipated Completion Date. If such conditions, risks, contingencies or circumstances are encountered, the Contractor shall immediately notify the Company in writing with his proposals for overcoming the same whereupon the Company may issue an instruction as to the manner in which such conditions, risks, contingencies or circumstances shall be dealt with in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Site Data The Contractor shall be responsible for verifying and interpreting any data relating to the subsurface and hydrological conditions at the Site, including environmental aspects, and any other surveys, results, or information which are relevant to the Contract Works, prepared by or on behalf of the Company and made available to the Contractor. The Company shall have no responsibility for the accuracy, sufficiency or completeness of any such data, or for any information or statement contained therein, whether made negligently or otherwise. Deemed Knowledge of Project Agreements The Contractor agrees that it has read and familiarised itself and will read and familiarise itself with any contract(s) which the Company has entered into or may enter into in relation to the Project (and copies or extracts of which have been or will be provided to the Contractor) ("Project Agreements") and that where the obligations of the Company under the Project Agreements relate to or apply to the Contract Works, the Contractor shall observe and comply with those obligations. The Contractor shall be liable for and shall indemnify the Company against each and every liability which the Company may incur to any person whatsoever and against all damage, loss, expense, cost, claim or proceedings under any statute or at common law made against or incurred by the Company arising out of or in connection with any breach or non observance by the Contractor of any of the obligations as stated in this clause. Collateral Warranties The Contractor shall, unless otherwise stated in section 2.04 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, execute and deliver to the Company deeds of a warranty in the form attached at as part 1 of the Schedule 1 annexed and executed as relative hereto (“the Schedule”) (together with such other amendments as the Company shall reasonably require) in favour of any third party acquiring or having an interest in the Project or part thereof ("Collateral Warranties"). Parent Company Guarantee The Contractor shall, unless otherwise stated in section 2.05 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, secure a guarantee of his performance in the form attached at as part 2 of the Schedule 2 in favour of the Company from the company having a controlling interest in the Contractor ("Parent Company Guarantee"). Guarantee Bond The Contractor shall, unless otherwise stated in section 2.06 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, provide security for the proper performance of the Contract in the form attached at as part 3 of the Schedule 3 by a body approved by the Company ("Guarantee Bond"). Surface Applications The Contractor shall be deemed to have satisfied itself before commencement of the Contract Works or any part or task thereof that the surfaces and work to which his work is to be applied are in a satisfactory condition to receive his work. Should the Contractor consider any surface to be unsatisfactory, it shall notify the Company, in writing, as soon as the circumstances giving rise to his dissatisfaction are apparent or ought reasonably to have become apparent and, in any event, before the Contractor's work to such surfaces, work, etc, is commenced. In the absence of such notification in accordance with this clause, the Contractor shall be responsible for the rectification of any defects in its work and of all damages incurred by the Company and resulting from any unsatisfactory surfaces and works to which the Contractor's work is to be applied. Unloading and Delivery The Contract Sum is deemed to include for unloading, transporting, distributing, storing and placing materials, goods, plant and other resources to and at the Site, (including any materials specified or supplied by the Company) except where otherwise expressly mentioned in the Contract. The Contractor's materials, goods, plant and other resources shall be delivered to the Site reasonably in accordance with the progress of the Contract Works on the Site and the Company shall be entitled to refuse access and storage on the Site when delivery would be premature. The Contractor shall give the Company at least 7 days notice prior to delivery of materials, goods, plant and other resources. The Contractor shall accept delivery of all materials, goods, plant and other resources at the Site and shall be responsible for the care of all goods, materials, plant and other resources including those supplied by the Company. Planning The Contractor shall provide all information reasonably required by the Company to enable the Company to prepare short and medium term planning data for the execution and completion of the Project. Storage The Company will allocate temporary locations, where available, for the storage of Contractor's materials, goods, plant and other resources within the confines of the Site. It shall remain the Contractor's responsibility to protect and secure safely his materials, goods, plant and other resources while in temporary storage. Where temporary storage locations are not available then it shall be the responsibility of the Contractor to provide his own off-site storage at its own cost. Where it is indicated within the Contract that a storage and accommodation area for the Contractor will be allocated by the Company then the location of the area may be revised at the Company's sole and absolute discretion and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Setting out The Company shall set out all main datum lines to enable the Contractor to carry out and complete the Contract Works. The Contractor shall be responsible for taking site dimensions where necessary for the proper execution of the Contract Works. Protection The Contractor shall be deemed to have allowed in the Contract Sum for sufficient protection to prevent damage to the Contract Works howsoever arising including but without limitation damage arising out of or in connection with weather conditions, construction or other contractors and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Adverse weather The Contractor shall take all reasonable measures to continue the Contract Works during periods of adverse weather conditions. All temporary protection or necessary changes to the method of work relating to adverse weather conditions are deemed to be included within the Contract Sum and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Method Statement The Contractor shall provide, within 7 days of such request, and in any event prior to commencement of the Contract Works, a method statement which includes the intended programme and a sequence of work showing how the Contractor intends to execute and complete the Contract Works in accordance with the Contract. The Contractor shall keep the method statement fully updated and developed throughout the course of the Contract Works. The Contractor accepts that there is no guarantee that it will be able to carry out works in accordance with the method statement and its own planned sequence of work. Duty to Warn Without prejudice to any other provision of the Contract and the Contractor's obligations at law, the Contractor agrees that it is hereby obliged to warn the Company if it becomes aware, or ought reasonably to have become aware: that the work (including any design) of any party performing the Related Works (as defined in clause 8 is or appears to be sub-standard or may or will be detrimental to the Contract Works; and of any and all mistakes, inaccuracies, discrepancies, inconsistencies or other defects and omissions in any Design Information (as defined in clause 2) provided by the Company. Attendances/ Facilities The Contractor shall provide all attendances and facilities for the due performance of the Contract save only for those attendances or facilities expressly required to be provided by the Company and specified in the Contract. The provision of such attendances or ffacilities so specifi
Appears in 1 contract
Sources: Large Package Contract
CONTRACTOR’S GENERAL OBLIGATIONS. Execution of the Contract Works The Contractor shall execute and complete the Contract Works in strict accordance with the Contract (and such further documents as are in the Company's opinion necessary to explain and clarify the Contract) and shall comply with and adhere strictly to the Company's instructions relating to the Contract Works. Further the Contractor shall execute and complete the Contract Works in accordance with the Company's progress requirements as may be indicated by the Company to the Contractor from time to time and as defined in the Specification. Materials and Workmanship All materials and goods shall be new, of sound and satisfactory quality and suitable in all respects for the purposes of the Contract Works and be of the kinds and standards described by and in accordance with the Contract. All workmanship shall be of the standards described in the Contract or if they are not expressly so described they shall be to the satisfaction of the Company. Save where otherwise expressly provided in the Contract, the Contract Works shall conform in all respects with good building practice current at the relevant time, together with instructions of the Company issued to the Contractor from time to time, the performance standards and technical requirements of the National House Building Council or equivalent ("NHBC") and to applicable British Standards, Codes of Practice and the like and shall generally be of good quality and standards and not known to the Contractor and/or within the construction industry to be deleterious. Specific Materials and Samples Where the Contract requires the supply of materials to a specific standard or specification, or from a particular source, no other substitute materials may be used without serving notice on the Company in accordance with clause 16 marked for the attention of the Commercial Director and with a further copy marked for the attention of the Construction Director setting out any proposed change and then receiving from the Company the prior written consent of the Company. The Company may, at its sole and absolute discretion, specify the source of any materials or provide materials for use in the Contract Works. Where the Company is providing materials for use in the Contract Works, the Contractor shall give written notice to the Company of at least 7 days prior to the date that such materials are required by the Contractor or such other period of notice as may be set out in the Contract Documents. The Contractor shall, when requested by the Company, submit at the Contractor's cost, samples of any goods and/or materials to be used in the Contract Works. Each sample shall be labelled as to origin and intended use in the Contract Works. Priority of documents The documents forming the Contract are intended to be mutually explanatory of one another. In case of any ambiguity, discrepancy or contradiction, for the purposes of interpretation, the priority of the documents shall, subject to clause 1.4.2 be as follows: this Agreement; the Order and the Pre-Order Meeting Minutes; the Specification and the Drawings; the Supplier and & Subcontractor SLA; the Code; the General Terms; the Trade Specification (if any); the Contract Sum Analysis (if any); and any other documents referred to in the Order other than those listed above. No amendment to the terms of this Agreement is binding unless authorised in writing by the Company or expressly set out in the Pre-Order Meeting Minutes as amending the terms of this Agreement. In the event of being so authorised in writing by the Company or in the event that the Pre-Order Meeting Minutes expressly state that terms of this Agreement are to be amended then the amended terms shall take priority over the terms they amend in the Agreement. For the avoidance of doubt, where the Agreement cross refers to something being set out in the Pre-Order Meeting Minutes then nothing in this clause shall be construed so as to prevent the parties from relying on what has been expressly set out in the Pre-Order Meeting Minutes in relation to such reference. Ambiguities and discrepancies Without prejudice to clause 1.10, the Contractor shall be deemed to have scrutinised the documents forming the Contract and shall be responsible for their accuracy. Without prejudice to the foregoing, the Contractor shall scrutinise the documents forming the Contract and if the Contractor shall find any ambiguity, conflict, discrepancy or contradiction in any of the documents forming the Contract it shall immediately notify the Company in writing who shall upon receipt of such notice issue any necessary instruction or clarification remedying such ambiguity, conflict, discrepancy or contradiction. The Contractor shall comply with such instruction or clarification without any adjustment to the Contract Sum or adjustment to the Anticipated Completion Date. Statutory Requirements If it becomes apparent that the execution and completion of the Contract Works in accordance with the Contract and/or any instructions issued by the Company and/or any materials supplied for use in the Contract Works will or may cause an infringement of or will contravene or not be in accordance with any Act of Parliament, any instrument rule or order made under any Act of Parliament, or any regulation or bye-law or requirement of any local authority or of any statutory undertaker which has jurisdiction with regard to the Contract Works or with the systems of which the same are or will be connected or with any requirements of the NHBC or any applicable British Standards or Codes of Practice, or manufacturers' recommendations (all collectively referred to in this Agreement as "Statutory Requirements"), including any change in the Statutory Requirements after the Contractor has commenced the Contract Works, the Contractor shall immediately notify the Company in writing of such infringement or contravention and of his proposals to remove the same. Thereafter, the Company shall issue an instruction as to the manner in which such infringement or contravention shall be resolved in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Compliance with Statutory Requirements Unless the Company instructs the Contractor to the contrary, the Contractor shall make all applications, give all notices and pay all fees required by and shall fully comply with the Statutory Requirements. Compliance with Supplier and & Subcontractor SLA and Code of Conduct The Contractor will comply with and be subject to the Supplier and & Subcontractor SLA and Code as issued by the Company from time to time and notified to the Contractor. If the Contractor fails to comply with either the Supplier and & Subcontractor SLA or Code then the Contractor shall be solely liable for any costs and/or damages arising from such non-compliance. Without prejudice to the foregoing, the Contractor shall promptly rectify any failure to comply with the terms of the Supplier and & Subcontractor SLA or the Code without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Ground and other Conditions The Contractor has had an opportunity of inspecting the physical conditions (including the sub-surface conditions) and other conditions of or affecting the Site and shall be deemed to have fully acquainted itself with the same and to have obtained all necessary information as to conditions, risks, contingencies and all other circumstances which may influence or affect the execution of the Contract Works. No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance shall entitle the Contractor to any adjustment to the Contract Sum and/or to the Anticipated Completion Date. If such conditions, risks, contingencies or circumstances are encountered, the Contractor shall immediately notify the Company in writing with his proposals for overcoming the same whereupon the Company may issue an instruction as to the manner in which such conditions, risks, contingencies or circumstances shall be dealt with in which event the Contractor shall comply with such instruction without any adjustment to the Anticipated Completion Date and/or the Contract Sum. Site Data The Contractor shall be responsible for verifying and interpreting any data relating to the subsurface and hydrological conditions at the Site, including environmental aspects, and any other surveys, results, or information which are relevant to the Contract Works, prepared by or on behalf of the Company and made available to the Contractor. The Company shall have no responsibility for the accuracy, sufficiency or completeness of any such data, or for any information or statement contained therein, whether made negligently or otherwise. Deemed Knowledge of Project Agreements The Contractor agrees that it has read and familiarised itself and will read and familiarise itself with any contract(s) which the Company has entered into or may enter into in relation to the Project (and copies or extracts of which have been or will be provided to the Contractor) ("Project Agreements") and that where the obligations of the Company under the Project Agreements relate to or apply to the Contract Works, the Contractor shall observe and comply with those obligations. The Contractor shall be liable for and shall indemnify the Company against each and every liability which the Company may incur to any person whatsoever and against all damage, loss, expense, cost, claim or proceedings under any statute or at common law made against or incurred by the Company arising out of or in connection with any breach or non observance by the Contractor of any of the obligations as stated in this clause. Collateral Warranties The Contractor shall, unless otherwise stated in section 2.04 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, execute and deliver to the Company deeds of warranty in the form attached at Schedule 1 (together with such other amendments as the Company shall reasonably require) in favour of any third party acquiring or having an interest in the Project or part thereof ("Collateral Warranties"). Parent Company Guarantee The Contractor shall, unless otherwise stated in section 2.05 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, secure a guarantee of his performance in the form attached at Schedule 2 in favour of the Company from the company having a controlling interest in the Contractor ("Parent Company Guarantee"). Guarantee Bond The Contractor shall, unless otherwise stated in section 2.06 of the Pre-Order Meeting Minutes, within 5 days of the Company's request so to do, provide security for the proper performance of the Contract in the form attached at Schedule 3 by a body approved by the Company ("Guarantee Bond"). Surface Applications The Contractor shall be deemed to have satisfied itself before commencement of the Contract Works or any part or task thereof that the surfaces and work to which his work is to be applied are in a satisfactory condition to receive his work. Should the Contractor consider any surface to be unsatisfactory, it shall notify the Company, in writing, as soon as the circumstances giving rise to his dissatisfaction are apparent or ought reasonably to have become apparent and, in any event, before the Contractor's work to such surfaces, work, etc, is commenced. In the absence of such notification in accordance with this clause, the Contractor shall be responsible for the rectification of any defects in its work and of all damages incurred by the Company and resulting from any unsatisfactory surfaces and works to which the Contractor's work is to be applied. Unloading and Delivery The Contract Sum is deemed to include for unloading, transporting, distributing, storing and placing materials, goods, plant and other resources to and at the Site, (including any materials specified or supplied by the Company) except where otherwise expressly mentioned in the Contract. The Contractor's materials, goods, plant and other resources shall be delivered to the Site reasonably in accordance with the progress of the Contract Works on the Site and the Company shall be entitled to refuse access and storage on the Site when delivery would be premature. The Contractor shall give the Company at least 7 days notice prior to delivery of materials, goods, plant and other resources. The Contractor shall accept delivery of all materials, goods, plant and other resources at the Site and shall be responsible for the care of all goods, materials, plant and other resources including those supplied by the Company. Planning The Contractor shall provide all information reasonably required by the Company to enable the Company to prepare short and medium term planning data for the execution and completion of the Project. Storage The Company will allocate temporary locations, where available, for the storage of Contractor's materials, goods, plant and other resources within the confines of the Site. It shall remain the Contractor's responsibility to protect and secure safely his materials, goods, plant and other resources while in temporary storage. Where temporary storage locations are not available then it shall be the responsibility of the Contractor to provide his own off-site storage at its own cost. Where it is indicated within the Contract that a storage and accommodation area for the Contractor will be allocated by the Company then the location of the area may be revised at the Company's sole and absolute discretion and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Setting out The Company shall set out all main datum lines to enable the Contractor to carry out and complete the Contract Works. The Contractor shall be responsible for taking site dimensions where necessary for the proper execution of the Contract Works. Protection The Contractor shall be deemed to have allowed in the Contract Sum for sufficient protection to prevent damage to the Contract Works howsoever arising including but without limitation damage arising out of or in connection with weather conditions, construction or other contractors and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Adverse weather The Contractor shall take all reasonable measures to continue the Contract Works during periods of adverse weather conditions. All temporary protection or necessary changes to the method of work relating to adverse weather conditions are deemed to be included within the Contract Sum and there shall be no adjustment to the Anticipated Completion Date or Contract Sum as a result thereof. Method Statement The Contractor shall provide, within 7 days of such request, and in any event prior to commencement of the Contract Works, a method statement which includes the intended programme and a sequence of work showing how the Contractor intends to execute and complete the Contract Works in accordance with the Contract. The Contractor shall keep the method statement fully updated and developed throughout the course of the Contract Works. The Contractor accepts that there is no guarantee that it will be able to carry out works in accordance with the method statement and its own planned sequence of work. Duty to Warn Without prejudice to any other provision of the Contract and the Contractor's obligations at law, the Contractor agrees that it is hereby obliged to warn the Company if it becomes aware, or ought reasonably to have become aware: that the work (including any design) of any party performing the Related Works (as defined in clause 8 is or appears to be sub-standard or may or will be detrimental to the Contract Works; and of any and all mistakes, inaccuracies, discrepancies, inconsistencies or other defects and omissions in any Design Information (as defined in clause 2) provided by the Company. Works Attendances/ Facilities The Contractor shall provide all attendances and facilities for the due performance of the Contract save only for those attendances or facilities expressly required to be provided by the Company and specified in the Contract. The provision of such attendances or ffacilities so specified in the Contract shall be subject to the terms, if any, stated therein. Plant and Materials The Contractor shall at his own expense make all provision for transporting lo
Appears in 1 contract
Sources: Large Package Contract