Subcontractor Terms & Conditions
1. Subcontract Services
1.1. Hoval engages the Subcontractor to provide the Services as defined in the schedule or quotation to Hoval or as specified within Hoval's purchase order or job number.
1.2. The Subcontractor agrees to provide such Services upon the terms and conditions hereinafter mentioned and in accordance with the time scales and deadlines from time to time specified by Hoval.
2. Subcontractor Obligations
2.1. The Subcontractor shall perform its obligations with all due care, skill and diligence.
2.2. The Subcontractor shall ensure that all workers employed or engaged in the provision of the Services have the appropriate skills, are suitably trained and have up to date supporting qualifications.
2.3. The Subcontractor shall ensure that all workers employed or engaged in the provision of the Services have all necessary equipment and that such equipment is safe and in good working order.
2.4. The Subcontractor shall ensure that all materials used in connection with the provision of the Services are of suitable quality and fit for purpose and that all works carried out in connection with the provision of the Services are carried out in a good and workmanlike manner. Notwithstanding the generality of the foregoing the Subcontractor shall ensure that all materials used and works carried out comply with any specifications and/or drawings provided by Hoval.
2.5. The Subcontractor shall ensure that the heating system and/or water treatment regime is suitable for the equipment provided.
2.6. The Subcontractor shall ensure that all works carried out in connection with the provisions of the Services comply with all laws and regulations from time to time in force and without prejudice to the generality of the foregoing that there is full compliance with all current health and safety laws and regulations and all current environmental laws and regulations. To include compliance with the current version of the Modern Slavery Act.
2.7. The Subcontractor shall before starting work provide to Hoval such documentation (in such medium as Hoval shall specify) as Hoval shall require including plans and risk & method statements. Work shall not commence until Hoval have approved such documentation. Notwithstanding that approval shall be given by Hoval, the Subcontractor is responsible for all aspects of the works, the materials and operations in connection with the Services
2.8. The Subcontractor shall be responsible for obtaining all necessary licences and consents to carry out the works in connection with the provision of the Services March 2022
2.9. The Subcontractor shall at its cost attend all such meetings as Hoval require and at the times and places as specified by Hoval and provide all such reports (whether at site meetings or otherwise) as Hoval shall from time to time require.
2.10. The Subcontractor shall allow Hoval’s employees and agents access to all sites to make such inspections as Hoval shall in its absolute discretion consider appropriate and at such times as Hoval shall direct
2.11. During the course of this contract the Subcontractor shall be responsible for the protection of materials supplied in connection with the Services and works carried out in connection with the Services. The materials and works shall be at the risk of the Subcontractor.
2.12. The Subcontractor shall be responsible for commissioning and demonstrating the Works/Services to the satisfaction of Hoval and the Main Contractor and/or client of Hoval and within timescales specified by Hoval
2.13. The Subcontractor shall maintain such insurances as Hoval shall specify and in such sums as Hoval shall specify for such periods as Hoval shall direct with insurers approved by Hoval
2.14. At handover the Subcontractor shall provide to Hoval as a minimum 3 sets of operating and maintenance instructions together with 3 sets of "as installed" mechanical and electrical drawings in AutoCAD format. Additionally, the Subcontractor shall provide to Hoval, electronic copies or a memory stick containing all the material referred to in this clause 2.14.
2.15. In the event of the Subcontractor anticipating or realising that any time scale or deadline will not be met the Subcontractor shall immediately and without delay advise Hoval.
2.16. At all times during the carrying out of the works the Subcontractor shall provide all necessary supervision to ensure the proper execution of the works and shall have a competent person in charge who has the necessary qualifications and Skill Card.
2.17. The Subcontractor shall provide such evidence as Hoval may require relating to the suitability and competence of any person employed by the Subcontractor in the performance of the works. Hoval shall have the right to require the Subcontractor to provide a competent substitute for any person so employed who is in Hoval's opinion incompetent, negligent or otherwise unsuitable.
3. Warranty
3.1. The Subcontractor warrants that the materials used are of suitable quality and fit for purpose and that the works are carried out in a good and workmanlike manner.
3.2. The Subcontractor warrants that the materials and works comply with any specifications and/or drawings provided to the Subcontractor by Hoval.
3.3. The Subcontractor will indemnify and keep indemnified Hoval against all costs, claims, demands, loss, expense or otherwise arising (directly or indirectly) from any breach of any of the warranties contained in clauses 3.1 and 3.2. The warranty contained in this clause shall come into force on the day of handover and continue in full force and effect for the period of 12 months following the day of handover (unless agreed differently in writing).
4. Agreed Price
4.1. The agreed price shall be a fixed price and only becomes payable if Hoval is absolutely satisfied with the Services to which the agreed price relates.
4.2. Unless otherwise agreed in writing before the start of the contract works, no entitlement to retention monies will apply.
4.3. Hoval will not pay for additional works unless it shall have given its written authority in advance.
4.4. Where monthly payments apply the Subcontractor shall as a condition of receiving payment on a monthly basis comply with the timetable set out by Hoval for the submission of details and/or certificates.
5. Ownership and Title
5.1. Ownership and title to all goods and services supplied under this agreement shall pass to Hoval on delivery
5.2. Ownership and title of items issues on a "free issue" basis by Hoval shall remain with Hoval throughout the Subcontract whilst in the possession of the Subcontractor, all such items must be clearly labelled as "The property of Hoval."
6. Termination
6.1. Without limitation, Hoval may by notice in writing immediately terminate this agreement if the Subcontractor shall:
6.1.1. be in breach of any of the terms of this agreement which in the case of a breach capable of remedy is not remedied by the Subcontractor within 21 days of receipt by the Subcontractor of a notice from Hoval specifying the breach and requiring its remedy;
6.1.2. be incompetent, guilty of gross misconduct and/or any serious or persistent negligence in respect of its obligations hereunder
6.1.3. fail or refuse after written warning to carry out instructions and duties reasonably and properly required hereunder; or
6.1.4. become subject to any insolvency proceedings of whatever nature.
6.2. In the event of Hoval's employment or engagement under any main contract being determined then the employment or engagement of the Subcontractor under this agreement shall also be automatically determined and Hoval shall have no obligation or liability to the Subcontractor for any loss and/or expense arising as a result of such termination.
7. Confidential Information
7.1. The Subcontractor agrees to treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information relating to Hoval's technology, technical processes, business affairs or finances or any such information relating to a supplier, customer or client of Hoval where knowledge or details of the information was received during the period of this agreement and upon termination of this agreement for whatever reason the Subcontractor will deliver up to Hoval all working papers and other material and copies provided to it pursuant to this agreement or prepared by it either in pursuance of this agreement or previously.
7.2. Furthermore, on termination of this agreement the Subcontractor will irrevocably delete any information belonging to Hoval from any PC system in its possession or under its control and procure the deletion of any information belonging to Hoval from any PC system in the possession of or under the control of any of its employees, servants, agents or otherwise.
7.3. If so requested the Subcontractor shall provide to Hoval a signed statement confirming that it is complying with or has fully complied with its obligations under this clause 7.
7.4. Fully comply with the requirements of the General Data Protection Regulations (GDPR) that came into force on the 25 May 2018, including submission of a relevant privacy notice or policy document when requested.
8. Indemnity
8.1. The Subcontractor will indemnify and keep Hoval indemnified against all costs, claims, demands, loss, expense and/or otherwise whether arising directly or indirectly as a result of any act or omission on the part of the Subcontractor, its employees, servants, agents or otherwise.
9. Status and Tax Liabilities
9.1. It is hereby declared that it is the intention of the parties that the Subcontractor shall have the status of a self-employed subcontractor and shall not be entitled to any pension, bonus or other fringe benefit from Hoval and it is agreed that the Subcontractor shall be responsible for all tax liabilities and national insurance or similar contributions in respect of its fees and the Subcontractor hereby indemnifies Hoval in respect of any claims that may be made by the relevant authorities against Hoval in respect of tax or national insurance or similar contributions relating to the Subcontractor's services hereunder.
10. Notice
10.1. Any notice required by this agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date and posting of any such notice.
11. Dispute Resolution
11.1. In the event of any dispute or difference between the parties in connection with or arising out of this agreement or the carrying out of the works whether arising during the period of this agreement or afterwards the dispute or difference shall be dealt with in accordance with the following provisions:
11.2. The parties shall use their best endeavours to resolve the dispute or difference in a cost effective and proportionate manner by either negotiation or mediation. In the case of a mediation the parties shall engage the services of a mediator credited by CEDR or the ADR Group.
11.3. If the parties are unable to resolve the dispute or difference by negotiation or mediation then the dispute or difference shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration which rules are deemed to be incorporated by reference into this clause.
11.4. Reference to arbitration will not be made until 8 weeks shall have passed since the dispute or difference shall have arisen.
12. Governing Law
12.1. The law applicable to this agreement will be the law of England
March 2022