CONTRACT EXECUTION

1. Please supply, deliver, execute, and complete the Subcontract Works described in the Subcontract Order (as hereinafter defined)

and also, where so stated in the Subcontract Order prepare supply and complete design of such Subcontract Works, all upon and

subject to the terms and conditions of the Subcontract Order.

2. ACCEPTANCE OF THE SUBCONTRACT

2.1 We require you to execute and deliver the attached Acceptance of Subcontract Order by return post or email and in any event

within 7 days of the date of this Subcontract Order to our offices at the head of this Subcontract Order. In event works commence

without the receipt of a signed contract, whilst you are deemed to thereby accept the terms of the Subcontract Order, no payment

will be made.

2.2 Your performance of any obligations in any manner contained within this Subcontract Order shall form a binding contract

between us upon the terms and conditions of the Subcontract Order as detailed.

2.3 No prior exchange of documentation and/or correspondence shall override the terms of the Subcontract Order.

3. CONDITIONS OF PRECEDENT TO PAYMENT

3.1 In addition to any other conditions precedent to payment that maybe stated in the Subcontract Order it shall be a condition

precedent to your right to receive any payment for or in connection with the subcontract works that you shall have properly

executed and returned to us the attached Acceptance of Order, any up to date Insurance Documents and Pre-Qualification

Questionnaires, NDA’s, Warranties and each Collateral Warranty (if any) required to be issued prior to the time at which such

payment would otherwise become due. In the event the Acceptance of Order is not returned, LBMC Ltd will be under no

obligation to issue any notices in respect of payment and any claim shall be treated as void upon receipt.

4. POSITION TO CONSENT TO THIS SUBLETTING IS REFUSED OR WITHHELD UNDER THE CONTRACT

4.1 If for any reason whatsoever the Employer refuses to give or withholds consent under the Contract to the subcontracting of the

whole or any part(s) of the Subcontract Works, whether to you or at all then we may by written notice to you forthwith determine

your employment under the Subcontract Order with immediate effect. For the avoidance of doubt, we shall not be liable to you for

any loss whatsoever whether of profit or otherwise due to or arising out of or in connection with any such determination.

Leaves Building and Maintenance Contractors Ltd

SUBCONTRACT TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions, the following definitions apply:

1.1.1 "Contractor/Main Contractor/Leaves Building and Maintenance Ltd/LBMC Ltd/LBMC": Leaves Building and

Maintenance Contractors Ltd (“LBMC Ltd”) and its subsidiaries, who’s address is: Unit 5, Oyster Estate, Jackson Close,

Farlington, Portsmouth, Hampshire PO6 1QN (Company Registration No: 06798589)

1.1.2 "Subcontractor": the person(s), firm or Company identified in the Subcontract Order as undertaking the Subcontract

Works.

1.1.3 "Subcontract Sum": the sum stated in the Order for carrying out the Subcontract Works which is based on the Contract

Documents (if any).

1.1.4 "Contract Documents": the Contractor's Health and Safety, Environmental and Sustainability Policies, these Subcontract

Terms and Conditions and any details, drawings, specifications or other documents relating to the Subcontract Works and

identified or referred to in the Order including, where the context permits or requires, the Order and these terms and conditions

(including any additions or variations thereto and either confirmed or notified to the Subcontractor by the Contractor in writing,

via any link, email, postal service, download or other transmission method).

1.1.5 "Period for Completion": either the number of weeks as stated in the Order by which the Subcontract Works are to be

carried out and completed or the fixed date by which the Subcontract Works are to be carried out and completed (subject to any

adjustments confirmed or notified by the Contractor) as identified in the Order or any Programme appended thereto or any

amended programme distributed during the course of the works.

1.1.6 "Main Contract": the contract entered into by LBMC Ltd to carry out the Main Contract Works for any Employer of

which the Subcontract Works form a part.

1.1.7 "Main Contract Works: the works to be carried out under the Main Contract.

1.1.8 "Subcontract Order/Subcontract": the order given by the Contractor to the Subcontractor to carry out the Subcontract

Works together with the Subcontractor provisions, quality documents, statutory obligations, specific or general policies, forms,

check-lists, specifications, schedule of rates, drawings or other documents contained, referred to, transmitted with, appended to,

issue in subsequent transmissions directly following the release of the Subcontract Order or in any link issued with or following

the Subcontract Order all forming the Subcontract Order/Subcontract.

1.1.9 "Subcontract Works": the works identified in, implied by or referenced in the Order or any appended document including

(where appropriate) design services, the supply of goods, materials, labour, plant, equipment, temporary works, installation and

removal to be carried out in accordance with these terms and conditions and the Contract Documents.

1.1.10 Where any materials and goods have been incorporated into the Subcontract Works and/or the Main Contract Works

property in such materials and goods shall pass to the Contractor immediately upon their incorporation notwithstanding that the

value of such materials and goods may not have been included in any interim payment or final payment or any payment

received by the Subcontractor in respect thereof.

1.1.11 Unfixed materials and goods delivered to, placed on or adjacent to the Works and intended for use in connection with the

Works shall become the property of the Contractor notwithstanding that the value of such materials and goods may not have

been included in any interim payment or final payment or any payment received by the Subcontractor in respect thereof,

however they shall remain the risk of the Subcontractor in respect of protection, damage or loss.

1.1.12 Notwithstanding the point at which property in any materials and goods or other things passes to the Contractor such

items shall remain at the risk of the Subcontractor who shall be responsible for any loss or damage of such items until

completion of the Subcontract Works. The Subcontractor shall ensure that such items are properly protected against any loss or

damage and adequately covered for their full reinstatement value by a suitable policy of insurance.

1.1.13 The Contractor may as required adjust the programme or timing of the Subcontract Works without adjustment of the

contract value and by providing this contract offers no guarantee of the continuity or timing of the works in question. The

Subcontractor warrants that it shall not have any entitlement to a claim for Extension of Time or any related loss and expenses

in respect of the original scope of the contract works. The Subcontractor warrants that it shall carried out the Subcontract Works

without exclusive access to the site unless otherwise agreed in writing prior to commencement.

1.1.14 The Subcontractor shall be deemed to have full knowledge of the provisions of the Main Contract with the exception of

the Contractor’s rates. If requested the Contractor shall provide a copy of its main contract documents to the Subcontractor.

1.1.15 Unless otherwise required and specifically agreed in writing the Subcontractor shall carry out and complete the

Subcontract Works so as not to cause or contribute to any breach by the Contractor under the Main Contract. The Subcontractor

shall remain liable for any such breach until express agreement is reached or the matter is settled through suitable means.

1.1.16 The Subcontractor shall be deemed to have visited the site and to be fully satisfied with all local conditions, means of

access, feasibility of deliveries, unloading, storage, the location of all services and drainage, surfaces, land conditions and all

other matters which may affect the carrying out of the Subcontract Works and the Subcontractor shall not be entitled to any

adjustment of the Subcontract Sum for any matter relating to the above.

1.1.17 The Subcontractor shall indemnify the Contractor against all costs, losses, damages, claims, and demands incurred by the

Contractor as a result of any breach by the Subcontractor or any of its servants or agents of any of these terms and conditions or

any act, omission, default breach of statutory duty or otherwise on the part of the Subcontractor or any of its servants or agents,

this shall be in addition to the Contractor’s rights in respect of off-set and/or LAD’s.

1.1.18 These terms and conditions shall be deemed to be incorporated in any contract, agreement or order between the

Contractor and the Subcontractor and shall be in substitution for any other terms and conditions introduced before or after the

date of the Order (unless expressly identified and agreed in writing by the Contractor). Furthermore, any action undertaken by

the Subcontractor in pursuit of their obligations under this Subcontract will be deemed an explicit agreement to these

Subcontract terms and conditions and cannot be rescinded, altered, or amended in any way without mutual agreement by the

parties to this Subcontract.

1.1.19 The Subcontractor order, these Terms and Conditions and any documents attached, referenced, enclosed, linked to,

transmitted with or following, shall constitute the entire agreement between the Subcontractor and the Contractor.

1.1.20 These terms may be subject to a separate expectations document which shall be deemed as included within any order,

terms and conditions, agreement or subsequent agreement executed or agreed between the parties in any format.

1.1.21 These terms and conditions shall be read in connection with the Subcontractor Order document, attendances schedule,

any supplementary terms, subcontract provisions, drawings, schedules, specifications, and other documents included and

transmitted with these terms or the Subcontractor Order or such documents as are provided by way of any link, transfer or

reference within, attached to or following the issue of any Sub Contractor Order.

1.1.22 The Subcontractor agrees to the revocation of any terms, conditions, clarifications, limitations, or other notes enclosed

with or detailed within their quotation unless otherwise detailed on the Subcontractor Order.

1.1.23 The Subcontractor and any of its servants and agents agree to not disclose any details of this Subcontract Order, any

documents attached or transmitted with or after the issue of this Subcontract Order. The Subcontractor and any of its servants an

agents shall not disclose to any third party any details of this Subcontract, the site, the client, other subcontractors, or suppliers

and shall not provide or permit to be provided any photographs, videos, or any documents in respect of the Subcontract or any

other LBMC Ltd projects. In the event of a breach of this condition, LBMC Ltd shall be entitled to terminate the contract with

immediate effect and to recover all associated costs and/or damages from the Subcontractor.

1.1.24 In order to protect the legitimate business interests of the Company and each Group Company, including but not limited

to the Confidential Information, trade secrets, trade and business connections of the Company with its customers and suppliers

and maintaining the services of the Company’s key Subcontractors to which the Subcontractor may have access as a result of

the Subcontract, the Subcontractor covenants with the Company (for itself and as trustee and agent for each Subcontractor and

any staff, agents, employees or servants) that he shall not:

1.1.24.1 canvas or solicit or entice, or endeavour to canvas or solicitor or entice away from the Company or any Group

Company the business or custom of any of the Company’s Customers with a view to providing goods or services to that

Customer in competition with the Company; or

1.1.24.2 in the course of any business concern which is in competition with the Company, offer to employ or engage or

otherwise endeavour to entice away from the Company or any Group Company any Person who is or was engaged with the

Company is any form; or

1.1.24.3 in the course of any business concern which is in competition with the Company, employ or engage or otherwise

facilitate the employment or employment of any Person who is or was engaged with the Company is any form, whether or not

such person would be in breach of contract as a result of such employment or employment; or

1.1.24.4 interfere or seek to interfere with the supply or the terms of supply or the continuance of supply to the Company or

any Group Company or any goods or services by any Supplier; or represent himself as connected with any Group Company in

any Capacity, other than as a former Subcontractor, or use any registered business names or trading names associated with any

Group Company.

Nothing in this clause shall prevent the Subcontractor for working for any existing Customer they had a pre-existing working

relationship with.

2. WARRANTY AGREEMENTS

2.1 Where it is stated or inferred in the Order that warranty agreements are required the Subcontractor shall within 14 days of

receipt of the Subcontract Order:

2.1.1 enter into warranty agreements in the form(s) as required by the contract documents or similar agreed in favour of the

required person(s) or Contractor in connection with the Subcontract Works; and

2.1.2 procure that any approved sub-Subcontractor or sub-sub-consultant engaged by the Subcontractor enters into warranty

agreements in the form(s) contained in the Contract Documents (or such other similar form(s) as the Contractor may reasonably

require) in favour of the Contractor and any other required person(s) or Contractor in connection with the elements of the

Works they are responsible for under the Subcontract.

3. COPYRIGHT LICENCE

3.1 The Subcontractor hereby grants to the Contractor an irrevocable royalty free non-exclusive licence to use and reproduce

documents provided by the Subcontractor in any form without limitation. Such licence shall carry the right to grant sub-licences and

shall be transferable to third parties.

4. NOTICES

4.1 Any notice under these terms and conditions shall be given in writing and shall be sent by either pre-paid registered first-class

post to the relevant party’s address stated in the Order, and shall be deemed to have been received 48 hours after the date of posting,

or transmitted by e-mail to an email address agreed between the parties or historically used unless otherwise agreed between the

parties in which case it shall be deemed received 24 hours after transmission.

5. THIRD PARTY RIGHTS/ASSIGNMENT

5.1 Nothing in this agreement shall confer any rights on any person who is not named as a party to this agreement.

5.2 The Contractor may assign any or all of its rights under this Subcontract Order to any third party without prior notice to or

agreement with the Subcontractor.

5.3 The Subcontractor shall not, without the prior written consent of the Contractor, assign any part of this or any subsequent

Subcontract Order including financial rights.

6. LIMITATION PERIOD

6.1 It is acknowledged that whatever the manner in which this agreement may have been executed the period of limitation

applicable to any claim or claims arising out of or in connection with this agreement shall be twelve years from the date of practical

completion of the Main Contract Works pursuant to the provisions of the Main Contract and accordingly the Subcontractor shall not

be entitled to rely upon a defence pursuant to section 5 or section 8 of the Limitation Act 1980.

7. GOVERNING LAW

7.1 Subject to any specific agreement to the contrary contained in the Order, any contract governed by these terms and conditions

shall be governed by and construed in accordance with the laws of England.

8. INJURY DAMAGE AND INSURANCE

8.1 The Subcontractor shall be liable for and shall indemnify and save harmless the Contractor against and from any loss, expense,

claim or proceedings whatsoever in respect of;

8.1.1 Any breach, non-observance or non-performance by the Subcontractor, his servants, or agents of the said provisions of the

main contract or subcontract order or any of the documents contained; and,

8.1.2 Any act or omission of the Subcontractor, his staff, or Subcontractors which involves the Contractor in any liability to the

Employer under the main contract; and,

8.1.3 All claims which may be made whether under statute or common law or otherwise howsoever arising out of or in

connection with the Subcontract works by any person or corporation whomsoever including the Contractor in respect of injuries

to or the death of any person or in respect of damage to property including the main and Subcontract works not caused by the

negligence of the Contractor; and, 8.1.4 Any loss or damage resulting from any claim under any statute in force for the time being or at common law or otherwise

by an Subcontractor, servants and/or agents of the Subcontractor in respect of personal injury arising out of or in the course of

his employment; and,

8.1.5 The Subcontractor shall also be liable for and shall indemnify and save harmless the Contractor against and from liability

for loss or damage to the Subcontract works, materials goods or plant.

8.2 Notwithstanding any vesting in the Contractor or the Employer under the main contract all Subcontract works and any materials

or goods on site for incorporation therein or for the use in connection therewith, shall up to completion of the whole of the

Subcontract works be at risk of the Subcontractor and any loss or damage to the same shall be made good and/or replaced by the

Subcontractor at its own expense.

8.3 Plant, tools, equipment, or other property belonging to or provided by or on behalf of the Subcontractor, his servants or agents

and any materials which are not property on site for incorporation into the Subcontract works shall be at the sole risk of the

Subcontractor and any loss or damage to the same shall be the liability of the Subcontractor.

8.4 The Subcontractor shall adequately insure against risks of loss or damage to the Subcontract works, temporary works not

intended for incorporation into the Subcontract works, materials, goods or plant for the full re-instatement value of the Subcontract

works including the physical loss or damage to the works executed and site materials, the removal of debris and shoring and

propping of the works which results from physical loss or damage and professional fees and shall produce on demand policies for

such insurance, together with receipts for premium for inspection by the Contractor.

8.6 The current cover requirements are as follows:

8.6.1 Public Liability - £5,000,000.00 for each and every occurrence or series of occurrences arising from one event, and,

8.6.2 Employers Liability - £10,000,000.00 ditto, and,

8.6.3 All risks – if deemed applicable – £1,000,000.00

8.6.4 Professional Indemnity to cover any design responsibilities - £5,000,000.00 – if deemed applicable

8.7 Where it is stated in the Order, the Subcontractor shall take out and maintain for a period of 12 years from completion of the

Main Contract Works a policy of professional indemnity insurance in respect of the Subcontractor’s liability under the Contract

Documents and in particular these terms and conditions for any neglect, error or omission in the Subcontractor’s design of the

Subcontract Works for a sum not less than £5,000,000 for each and every claim or such other sum as may be specified in the Order.

8.8 When required to do so, the Subcontractor shall provide such evidence as the Contractor may reasonably require that the

insurances referred to in this clause 8.6 are being maintained. If the Subcontractor is unable to do so, then the Contractor reserve the

right to take out similar policies to cover the Subcontract work and a financial off set will be made against the Subcontract Account.

9. COMMENCEMENT AND COMPLETION

9.1 The Subcontractor shall commence the Subcontract Works either:

9.1.1 on the date specified in the Order; or

9.1.2 on the expiry of the period of notice to commence the Subcontract Works identified in the Order or as instructed verbally.

9.2 The Subcontractor shall carry out and complete the Subcontract Works to the satisfaction of the Contractor and Employer:

9.2.1 Expeditiously, diligently and in a proper and workmanlike manner in compliance with the Contract Documents and these

terms and any documents appended thereto and

9.2.2 In accordance with any programme notified in writing by the Contractor to the Subcontractor or any revision of the

programme notified in writing or verbally.

9.3 All workmanship, materials and goods shall be of the kinds and standards described or referred to in the Contract Documents or

to the extent that no such standards exist, to the relevant British Standard or Industry Standard.

9.4 Where and to the extent that the Subcontract Works require the Subcontractor to undertake any design or the selection or

specification of any materials or goods:

9.4.1 the Subcontractor shall be fully responsible in all respects for the design of such part or parts of the Subcontract Works

including any design prepared by or on behalf of the Contract Documents, and;

9.4.2 the Subcontract Works will comply with any performance specification or requirement contained within the Contract

Documents and the Subcontractor will enter into as warranty agreement if so required, and;

9.4.3 such part or parts of the Subcontract Works shall be designed or specified using up-to-date practice.

9.5 The Subcontractor shall complete the Subcontract Works within the Period for Completion in respect of which time shall be of

the essence.

9.6 The Subcontractor shall notify the Contractor in writing of the date when in their opinion the Subcontract works are complete

and that they have complied sufficiently with their obligations. The Subcontract works will not be deemed complete until expressly

agreed by the Contractor.

9.7 If at any time it becomes reasonably apparent to the Subcontractor that the progress of the Subcontract Works is being delayed

and/or the Subcontract Works will not be completed within the Period for Completion the Subcontractor shall within 3 days of any

event or occurrence giving rise to such delay inform the Contractor in writing giving suitable reasoning for the delay. The

Contractor will assess the delay and confirm if following receipt of said notice(s) it is the opinion of the Contractor that said delay is

as a result of failure on the part of the Subcontractor in which case the Subcontractor will be given 48 hours to provide written plans

for rectification. If, however it is agreed by the Contractor that the relevant delay is as a result of no fault on the part of the

Subcontractor, the Contractor will assess and confirm a revised completion date for the Subcontract Works for which the

Subcontract sum will not be adjusted. It shall be a condition of any extension to the period for completion that the Subcontractor

notified LBMC Ltd within the time limit detailed.

9.8 The Subcontractor shall indemnify the Contractor against all costs, expenses, loss or claims as a result of a delay caused through

fault of the Subcontractor and will indemnify the Contractor against all costs, expenses or loss levied against the Subcontractor in

the event of a delay caused as a result of no fault of the Subcontractor.

9.9 Where the Subcontractor unreasonably delays the progress of the work and upon the expiry of 48 hours written notice, has failed

to rectify such default or delay, the Contractor may substitute such labour, plant and materials as may be necessary to ensure the

reasonable progress of the work or in order to mitigate the delay caused by the Subcontractor. All reasonable costs incurred shall be

offset against the Subcontractors account.

10. LIABILITY FOR DEFECTS

10.1 Any material defects, shrinkages, or other material defaults in the Subcontract Works which appear within 18 months of the

date of completion of the Main Contract Works (as confirmed by the practical completion certificate or similar issued in terms of

the Main Contract) [or such other period as may be specified in the Order] and which are due to design, materials or workmanship

not in accordance with the Contract Documents shall be made good by the Subcontractor at its own cost and to the satisfaction of

the Contractor and Employer (as confirmed by the issue of the certificate of making good defects or similar issued in terms of the

Main Contract by the Contractor) within 7 days (24 hours in the case of an emergency ) after written notification from the

Contractor.

10.2 The Subcontractor shall indemnify the Contractor against all costs, losses, expenses, damages, claims, and demands incurred

by the Contractor as a result of any defects in the Subcontract Works.

11. PAYMENTS

11.1 The Contractor shall pay the Subcontractor the Subcontract Sum (together with any proper adjustments) for carrying out the

Subcontract Works in accordance with either of the below paragraphs.

11.2 Where it is stated in the Order that the Period for Completion is less than 45 working days the Subcontractor shall not be

entitled to receive any stage or interim payments and any such stage or interim payments shall be entirely at the Contractor’s

discretion and dealt with in line with the relevant clause for stage payment.

11.3 Where it is stated in the order that the Period for Completion is 45 days or more:

11.3.1 The Subcontractor shall be entitled to interim payments upon the submission of a correct application for payment, to be

submitted as set out in the Subcontract Provisions.

11.3.2 The amount of each interim payment shall be the aggregate of the value of all work properly performed from the date of

commencement of the Subcontract Works up to the applicable Valuation Date calculated in accordance with these terms and

conditions LESS the aggregate sum of the amounts paid or due to be paid in all previous interim payments and any other sums

which the Contractor may be entitled to deduct or claim under these terms and conditions or otherwise.

11.3.3 Payment for materials on or off site will not be made unless specifically agreed and set out within the Subcontract.

11.4 The Subcontractor shall submit a fully detailed application for payment to the Contractor on the date provided within the

subcontract provisions.

11.5 Subject to the submission by the Subcontractor of a valid application for payment in accordance with the above clause the due

date for payment of an interim payment shall be the date being 14 calendar days from the relevant Application Date.

11.6 Within 5 calendar days following each due date the Contractor shall give a payment notice to the Subcontractor specifying the

amount of the interim payment to be made (a “Payment Notice”), this commitment will not apply when the Contractor agrees with the values claimed at the time of being required to issue the Payment Notice. No failure on the part of the Contractor to issue a

Payment Notice shall prevent the Contractor’s entitlement to issue a Payless Notice.

11.7 Each interim payment shall become eligible for payment 30 calendar days after the application has been provided. Once the

monies become eligible for payment, payment will be made on the last working day of the relevant month in which it became

eligible. Notwithstanding this, the final date for payment will always be 45 days after the agreed valuation date. If the Subcontractor

fails to provide a valuation by the date within the order the Subcontractor forfeits their right to claim for that month.

11.8 If the Contractor intends to pay less than the amount stated in a Payment Notice (or deemed payment notice or generally) then

the Contractor shall give a Payless Notice to the Subcontractor not later than 2 days before the final date for payment for that

payment specifying the revised amount of the payment to be made and the basis on which such amount is calculated.

11.9 Where a notice is provided in the form of a payment certificate and/or with a written breakdown this shall be deemed suitable

for the provisions of a Payless Notice.

11.10 Where the standard payments terms are agreed to be varied, this is at the discretion of the Contractor and has no subsequent

effect on these terms provided always that a Payless Notice is issued before payment is made.

11.11 All interim payments shall be on account, shall be subject to adjustment and review following completion of the Subcontract

Works and shall not signify any approval by the Contractor of workmanship or materials.

12. FINAL ACCOUNT

12.1 Within 3 months of the date of completion of the Subcontract Works, the Subcontractor shall submit an account representing

the total value of the Subcontract Works carried out by the Subcontractor. The Contractor shall notify the Subcontractor of its

ascertainment of the value of the Subcontract Works within 3 months of receipt of the Subcontractor’s account representing the

value of the Subcontract Works.

12.2 The Subcontractor’s account shall contain such details as the Contractor may reasonably require to accurately value the works

and any failure to provide such level of detail will result in final assessment by the Contractor being conclusive.

12.3 If the Subcontractor fails to submit an account within 3 months of the date of completion of the Subcontract Works, the

Contractor may within 6 months of the date of completion of the Subcontract Works value the Subcontract Works from the

information then in its possession and notify such valuation to the Subcontractor. If the Sub Contractor within 3 months of the date

for completion to provide a final account, then this right is forfeited, and the Contractor’s valuation will be conclusive.

12.4 Any final payment made will be liable to deduction of the previously paid amounts, retention, discount, offsets, contra charges

or similar.

12.5 The due date for payment of the Final Account shall be the date being 60 days after the assessment of the Final Account

Application provided by the Subcontractor which shall be submitted in line with the dates in the Subcontract Order.

12.6 Where the Subcontractor has not provided the O&M manual, certificates or other related completion documents, the Contractor

shall be under no obligation to make any final payment, shall not be required to provide any relevant notices or other advice as to

payment. It shall be a condition precedent to final payment or even assessment thereof that a suitable O&M manual has been

provided.

13. RETENTION

13.1 The Contractor may deduct from any interim payment due to the Subcontractor a sum equivalent to 5% (or such other amount

as may be identified in the Order) of each such payment by way of retention. This percentage may be altered as agreed within the

contract or removed by express permission of the Contractor only.

13.2 Six months after the completion of the Subcontract works (or such other period as may be identified in the Order) the

Subcontractor shall make a written request (application) for release of one half of the retention. This payment will be treated in the

same manner as an interim payment.

13.3 Eighteen months after the completion of the Subcontract works (or other such period as may be identified in the Order) and

subject to the agreement of the Contractor that the defects have been completed to their satisfaction, the Subcontractor shall make a

written request for release of the second half of the retention. This will be treated in the same manner as an interim payment.

14. SET-OFF AND LAD'S

14.1 The Contractor shall be entitled to deduct from or set-off against any payments otherwise due to the Subcontractor under this

agreement or any other agreement between the Contractor and the Subcontractor the amount of any costs, losses, expenses or

damages (including but not limited to Liquidated Ascertained Damages) as the Contractor shall determine as being the amount

actually incurred or a fair and reasonable estimate of the amount likely to be incurred and to which the Contractor may be entitled by reason of any breach, error, action, act, failure or omission by the Subcontractor. The Contractor shall be entitled to deduct such

reasonably incurred costs irrespective of the provision of notice provided reasonable evidence can be provided.

15. CONSTRUCTION INDUSTRY SCHEME

15.1 Notwithstanding any other provisions under these terms and conditions, the Contractor shall not be under any obligation to

make any payments to the Subcontractor unless the Subcontractor has provided the Contractor with a valid authorisation in

compliance with the Income Tax (Subcontractors in the Construction Industry) (Amendment) Regulations 1998 (or any

amendments thereto) ("the Construction Industry Scheme")

16.CITB

16.1 The Contractor will deduct 1.5% from all payments to labour only Subcontractors as a contribution towards the administration

of and provision of HSQE and Training for Labour Only Subcontractors. The current definition of labour only as dictated by the

CITB is that the main materials are supplied by others. It is therefore entirely possible that Subcontractors supplying materials other

than the main materials will still be classified as labour only. This charge is not a CITB levy.

17. VALUE ADDED TAX

17.1 The Contractor shall pay to the Subcontractor any value added tax properly chargeable on the supply to the Contractor of any

goods and services under this agreement. Generally, this shall be done via the Domestic Reverse Charge scheme unless another

provision applies.

17.2 The Contractor may at any time request appropriate evidence of the Subcontractor’s current VAT registration status. Where the

Subcontractor fails to provide such evidence within 14 days of its request the Contractor may withhold any amounts attributable to

VAT on any outstanding payments.

17.3 The Subcontractor acknowledges and agrees that it shall be subject to the Domestic Reverse Charge VAT scheme and

compliance shall be a condition precedent to payment.

18. VARIATIONS

18.1 The Contractor may issue to the Subcontractor such instructions as it sees fit to vary and modify the quantity or quality of the

Subcontract Works including but not limited to the following:

18.1.1 any addition, omission, or substitution of work.

18.1.2 the alteration of the kind or standard of any materials or goods for use in the Subcontract Works;

18.1.3 obligations or restrictions relating to access, working space or working hours;

18.2 Any instruction issued by the Contractor shall be effective if:

18.2.1 it is in writing from the Contractor; or

18.2.2 a verbal instruction is confirmed in writing by the Contractor within 2 days of the date of the verbal instruction.

18.3 No instructions issued by the Contractor or subsequently sanctioned by it shall vitiate this contract. The Subcontractor shall

comply with any instruction from the Contractor immediately upon request and provide in writing its plans to complete the request.

18.4 The Contractor and the Subcontractor may agree in writing an appropriate adjustment to the Subcontract Sum resulting from an

instruction by the Contractor at any time prior to or after compliance with such instruction and any payment due to the

Subcontractor shall be made in accordance with the terms. The Contractor shall not be obliged to provide the Subcontractor with

any adjustment to the Subcontract Sum where it deems that the instruction should have no effect on one or either. It is not a

condition precedent to proceeding with the instruction that the Contractor shall agree any adjustment and failure to proceed shall be

considered a breach of contract.

18.5 Where the Contractor and the Subcontractor have not agreed or cannot agree an appropriate adjustment to the Subcontract Sum

under the clause above the Subcontract Sum shall be adjusted as follows:

18.5.1 where any additional, substituted or omitted work is of a similar nature or character to any parts of the Subcontract

Works such works shall be valued by reference to the appropriate Contract Documents and rates contained therein (if any);

18.5.2 otherwise such work shall be valued at fair rates and prices as determined by the Contractor and any payment due to the

Subcontractor shall be made in accordance with these terms and conditions.

18.6 Where the Contractor issues an instruction to the Subcontractor, it shall comply with the requirement of such instruction within

no more than 48 hours. Where the Subcontractor fails to act upon or confirm its intentions to act upon such instruction, the

Contractor may at its absolute discretion elect to utilise alternative resources to undertake such instruction and may deduct any

additional costs resulting from the Subcontractor failure from the Subcontractor payment/account.

18.7 Where the Contractor has not issued the Subcontractor with a written instruction, the Subcontract Sum shall not be subject to

adjustment.

19. DAYWORKS

19.1 No payment shall be made on a daywork basis unless the extent and nature of such work and rates and prices have been agreed

by the Contractor prior to the Subcontractor commencing any such works.

19.2 The Contractor shall be under no obligation to make any payments based on daywork sheets/vouchers where the Subcontractor

has failed to submit proper daywork sheets/vouchers in accordance with these terms and conditions.

19.3 Where daywork is agreed, the Subcontractor must present suitably detailed daywork sheets/vouchers to a Site Manager (as

detailed within the Sub- Contract Order) on a daily basis and shall provide a duplicate for retention on site. Copies of said

sheets/vouchers shall be provided with any such claim made on a daywork basis.

19.4 Where the Subcontractor proceeds with Daywork without instruction, no payment shall be made in respect of any daywork

sheets presented. All daywork sheets shall be signed, dated, detailed with the name of each operative, their role, hours, materials

used, plant used, working areas and all such other information as may be necessary to accurately value the works.

20. DETERMINATION

20.1 If the Subcontractor shall make default in any of the following respects:

20.1.1 Wholly or substantially suspends the carrying out of the Subcontract Works; or

20.1.2 Fails to proceed regularly and diligently with all or any part of the Subcontract Works; or

20.1.3 Subcontracts the whole or any part of the Subcontract Works without the Contractor's prior written approval and consent;

or

20.1.4 Fails to comply with an instruction requiring the removal of work, materials or goods which are not in accordance with

this agreement; or

20.1.5 Fails to comply with any programme or any amendments or revisions to such programme or any instructions or requests

from the Contractor; or

20.1.6 Fails to proceed with the rectification of any defects arising during the execution of the Subcontract Works or the defects

liability period with reasonable diligence; or

20.1.7 Fails to provide and maintain adequate labour on site to comply with any programme or to remedy any delay in respect

of all or any part of the programme; or

20.1.8 Causes or fails to prevent any loss or damage to all or any part of the Subcontract Works or the Main Contract Works as

a result of any act, omission or default on the part of the Subcontractor; or

20.1.9 Fails to comply with any duties or obligations in respect of health and safety legislation, regulation and/or codes of

practice; or

20.1.10 Commits a material breach of any of its obligations or duties contained within these terms and conditions or any

Contract Documents;

20.1.11 Discloses any information in respect of the Subcontract Order, its terms, any documents contained therein, the project,

site or other sites or any other information provided to it for the purpose of completing the Subcontract works or in respect of its

relationship to LBMC Ltd to any third party or its servants or agents without the express written permission of the Contractor.

the Contractor may issue a written notice to the Subcontractor specifying the default and may either identify the Contractor’s

proposals which the Subcontractor shall undertake for remedying such default or request the Subcontractor to submit its own

proposals for remedying such default. The Contractor shall at its sole discretion instruct the Subcontractor the work to be

undertaken in remedying such default and the Subcontractor shall forthwith comply with such instruction entirely at its own cost.

20.2 If the Subcontractor has not taken reasonable steps to remedy such default within 48 hours, or such longer time as the

Contractor may set out in writing given the nature of the default, from receipt of the Contractor’s instruction in accordance with the

relevant clause, the Contractor may at any time within 28 days from the issue of such notice/instruction issue a notice determining

the Subcontractor’s employment under this agreement such determination to be effective immediately upon transmission to the Subcontractor of the notice determining the Subcontractor’s employment. In addition, the Contractor may elect to retain the

Subcontractor but instead serve notice of its intention to rectify the default and deduct any costs, loss and/or expenses from the Sub

Contractors payment/account.

20.3 In the event of a fundamental default that could not be remedied to the Contractor or Employers reasonable satisfaction within

any reasonable period, i.e. a significant health and safety issue, then such determination will be with immediate effect upon

transmission to the Subcontractor of the notice determining the Subcontractor’s employment and no prior notice shall be required.

20.5 If the Contractor’s employment under the Main Contract is determined for any reason the Subcontractors employment under

this agreement shall thereupon also determine.

21. INSOLVENCY

21.1 If the Subcontractor makes a proposal for a voluntary arrangement or is subject to an Administration Order or has a Provisional

Liquidator appointed or has a Winding Up Order made or a Winding Up Petition served or passes a resolution for voluntarily

winding up (other than for amalgamation or reconstruction) the Contractor may at any time thereafter by written notice determine

this agreement, such determination to be effective upon receipt of such notice.

21.2 In the event of determination due to making a proposal for a voluntary arrangement, an Administration Order or a Provisional

Liquidator having been appointed or having a Winding Up Order made or a Winding Up Petition served or passing a resolution for

voluntarily winding up, the Contractor shall be under no obligation to make any further payments to the Subcontractor or its

Administrator of any nature howsoever arising.

22. EFFECT OF DETERMINATION (other than Insolvency)

22.1 Upon determination of the Subcontractor’s employment under this agreement the Subcontractor shall remove from the site of

the Works all its temporary works, plant, tools, goods, and materials not intended for incorporation into the Subcontract Works

provided that property in any such items shall not have passed to the Contractor under these terms and conditions and following

express agreement with the Contractor of a specific and detailed list.

22.2 Upon determination of the Subcontractor’s employment the Subcontractor shall not be entitled to receive any further payments

until the Contractor has completed the remainder of the Subcontract Works and has agreed the total cost of carrying out any such

works with an alternative contractor.

22.3 The Contractor shall be entitled to set-off and/or recover from the Subcontractor all costs, losses, damages and expenses

incurred or which may in the reasonable opinion of the Contractor be incurred by the Contractor by reason of the determination of

the Subcontractor’s employment under this agreement including the costs incurred in completing the remainder of the Subcontract

Works.

22.4 Within 12 months of completing any remaining Subcontract Works and agreeing the total cost of such works with an

alternative contractor the Contractor may, or upon receipt of a written request from the Subcontractor will, provide an account to the

Subcontractor identifying any balance owing to either the Contractor or the Subcontractor. Such balance shall become due 90 days

after submission of the Contractor's account assessment to the Subcontractor.

23. DISPUTES

23.1 Where the Subcontractor believes that a dispute has arisen, the Subcontractor is required to:

23.1.1 Notify the Contractor in writing (addressed to the Contracts Manager and Managing Director and sent recorded delivery)

of the alleged dispute, detailing the facts on which the Subcontractor relies, a Chronology of Key Dates and the Subcontractors

desired outcome. The Subcontractor must provide such information and evidence as necessary for the Contractor to have a full

understanding of the Subcontractors claim.

23.1.2 Allow the Contractor not less than 28 days to provide a formal response (for the avoidance of any doubt, such response

may be sent in such format and by such means as the Contractor deem appropriate).

23.1.3 Where the Contractor provides a response that the Subcontractor deems does not resolve the dispute, the Subcontractor

must, within 28 days, arrange a meeting with the Contractor (Contracts Manager and Managing Director) during which the

Subcontractor and Contractor shall attempt to resolve the dispute (Pre-Action Meeting).

23.1.4 In the absence of an agreeable resolution, the Subcontractor shall then issue a notice of adjudication provided that he

shall follow the requirements as set out in section 108 of the Housing Grants, Construction and Regeneration Act 1996.

23.1.5 The Subcontractor and Contractor agree that Arbitration shall not apply to any dispute that arises between the parties

under this or any subsequent contract.

23.1.6 Should either party be unsatisfied with the decision of the Adjudicator, they shall be entitled to refer the matter to the

relevant County Court (in respect of basic payment disputes) or the Technology and Construction Court (in respect of complex disputes) but shall not be entitled to do so until 28 days after the date of any Adjudicator at which point the serving party must

comply with the requirements of the Pre-Action Protocol for Construction and Engineering Disputes 2nd Edition (or such

updated Protocol as may be passed into legislation from time to time).

24. WAIVER

24.1 A waiver by the Contractor of any breach by the Subcontractor of any term or condition of the Subcontract shall not constitute

a waiver of any subsequent breach of the same term or condition or waiver of a breach of any other term of condition, and no

waivers shall release the Subcontractor from his obligations under the Subcontract.

25. CONFIDENTIALITY

25.1 The Subcontractor shall safeguard and keep confidential the terms of this Subcontract and any and all confidential information

that it may acquire in relation to the business or affairs of the Contractor or the employer under the Main Contract. The

Subcontractor shall not use or disclose confidential information except to the extent that such use or disclosure is necessary for

performing its obligations or exercising its rights under the Subcontract. The Subcontractor shall ensure that its officers and

Subcontractors and any other persons to whom confidential information is disclosed comply with this clause.

26. COLLATERAL WARRANTIES

26.1 The Subcontractor shall within 14 days of a written request to do so by the Contractor enter into collateral warranties in the

relevant form included in the Subcontract in favour of: (1) any beneficiary identified in the Subcontract; (2) the employer under the

Main Contract; (3) any purchaser/tenant/funder of the Project. If the Subcontractor fails to provide any such warranty in accordance

with this clause, then the Contractor may withhold any payment that may be due or any further payment that may become due to the

Subcontractor.

27. INFORMATION AND CO-ORDINATION

27.1 The Subcontractor acknowledges that it shall not have exclusive possession of the Site and it shall share the Site with other

Subcontractors and authorised persons.

27.2 The Subcontractor shall comply with any procedures set out in the Subcontract which allow the Contractor to comment on such

documents, drawings, levels or other information. The Subcontractor shall ensure that the Subcontract Works are undertaken so as

to cause the minimum disturbance, delay or disruption to the Contractor, other Subcontractors and consultants and any other party.

27.3 The Subcontractor shall:

27.3.1 co-ordinate and integrate the Subcontract Works with those of the Contractor and the Contractor’s other Subcontractors

or consultants engaged on the Site and in relation to the Project, so that the Subcontract Works are executed with due regard to

other works taking place and in a manner that ensures satisfactory construction, performance and progress of the Subcontract

Works;

27.3.2 take account of any work being undertaken by the Contractor or other Subcontractors so that proper co-ordination

between the Subcontract Works and other works is achieved;

27.3.3 when requested, prepare and submit to the Contractor a draft detailed programme of the Subcontract Works to be used as

a basis for discussion and incorporation into the Main Contract programme taking into account the agreed programme dates in

the Subcontract Order;

27.3.4 not be entitled to an extension of time or additional payment for delays caused to the Subcontract Works due to the

Subcontractor’s failure to coordinate and integrate its own work and the works of the Subcontractor’s Persons with that of the

Contractor or other Subcontractors; and

27.3.5 pay or allow the Contractor any additional costs resulting from delay and/or disruption to the Project or to the works of

other Subcontractors engaged by the Contractor caused by the Subcontractor’s failure to properly co-ordinate the Subcontract

Works.

28. HEALTH AND SAFETY

28.1 The Subcontractor shall (and shall procure that the Subcontractor’s Persons, Servants or Agents shall) comply with all the rules

and regulations (including those relating to Health and Safety) applicable to the Site along with any conditions of the Main Contract,

any LBMC Ltd policies or procedures and any legislative requirements.

28.2 The Subcontractor shall accept the reasonable instruction of the Contractor in respect of any action, act, omission, removal, or

activity that may be needed in respect of the Health and Safety of its operatives or other site users or visitors or in respect of

Environmental matters.

28.3 The Subcontractor shall in respect of Regulation 7 of The Management of Health and Safety at Works Regulations 1999 ensure

that compliance is met and can be demonstrable upon request.

28.4 The Subcontractor shall in respect of Regulation 5 of The Management of Health and Safety at Works Regulations 1999 ensure

that monitoring in relation to the Subcontractors activities is carried out at least once every 6 months and can be demonstrable upon

request.

28.5 Subcontractor shall in respect of Regulation 3 of The Management of Health and Safety at Works Regulations 1999 ensure that

risk assessments in relation to the Subcontractors activities are undertaken and can be demonstrable upon request.

29. ACCEPTANCE OF SUBCONTRACT ORDER:

I/we on behalf of the Subcontractor accept the terms and conditions inclusive of the Subcontract provisions and all documents

included, referred or inferred including all policies, procedures and legislation in respect of this Subcontract Order:

Signed____________________________________________________________

Name______________________________________________________________

Role________________________________________________________________

Date:

The execution of the Subcontract Order, commencement of any tasks under the Subcontract Order or acceptance of the Subcontract

Order by means of any written communication shall constitute unconditional acceptance of these Terms and Conditions.

SUBCONTRACT PROVISIONS

1. BRIEF DESCRIPTION OF THE SUBCONTRACTOR WORKS (but not limited to)

1.1 The complete supply of labour, plant and materials, sundries, disposables, ppe, rpe, tools and other items required to complete

the subcontract works, all works to meet the satisfaction of all performance tests and requirements prescribed by the Subcontract

and / or Statute and to be to the complete satisfaction of LBMC Ltd and the Employer along with any other Stakeholders.

2. SUBCONTRACTOR SUPPLY ITEMS (but not limited to)

2.1 The complete design (where applicable), supply of labour, plant and materials, sundries, disposables, ppe, rpe, safety equipment,

access, tools and other items required to complete the subcontract works – the scope of the subcontract works is based on all

information contained within this Subcontract Order, submitted with it, sent in link or attached and all information supplied in the

initial tender enquiry including all enclosures, drawings, specifications, scope of works and pre-start meeting minutes along with

any other appendices or related documentation.

3. THE SUBCONTRACTORS FULLY INCLUSIVE PRICE

3.1 This order is placed on an All Risk / Lump Sum / Fixed Price for the duration of the contract.

3.2 This order is not subject to any fluctuation provisions.

3.3 This is a non-re-measurable contract.

3.4 The Subcontract price shall be exclusive of VAT which shall be charged at the prevailing rate.

4. DOCUMENTATION

4.1 The Subcontractor confirms that their price and the conditions under which their work is to be carried out conforms with the

information contained in the Documents listed in this Subcontract Order including compliance with BREEAM and/or Code and/or

British Standard and/or specification if required.

4.2 Where design applies the Design Submission Procedure is to conform with the design procedure as set out in a JCT Intermediate

2016 with CDP – further details available upon request.

4.3 Before commencing the Subcontract works the Subcontractor will be required to confirm that surfaces to receive their work are

suitable and correct or inform LBMC Ltd in writing where they believe that any are unsuitable or inadequate providing evidence

and a detailed explanation of why including any related standards that may apply. The Subcontractor will be responsible for the cost

and time of any rectification work resulting from fixing to unsuitable surfaces.

4.4 The Subcontractor is responsible for ensuring that manufactured or fabricated elements of work are dimensionally correct and

that installations including directly fixed elements can be incorporated accurately into the Works.

4.5 The Subcontractor must ensure that any manufactured products comply with the CE marking requirements of the Construction

Products Regulations and provide such evidence when requested by LBMC Ltd. Where a specific standard is required in any of the

Subcontract or Main Contract documents, the Subcontractor must comply and may be required to demonstrate such compliance.

4.6 The Subcontractor has allowed within his rates to accommodate the variances in tolerances permitted by the relevant

specifications appertaining thereto or relevant industry standard. No claim shall arise in respect of any additional work required.

4.7 The Subcontractors price includes for any discrepancies between documentation and shall be deemed to have included all

requirements of the entire subcontract works. Where a BoQ or SoW has been provided, this is deemed to be indicative only and

LBMC Ltd shall retain no liability in respect of the accuracy of its content.

4.8 Where there is a discrepancy between documents, LBMC Ltd shall be entitled to direct the Subcontractor as to which document

will take precedence and the Subcontractor acknowledges that it shall not be entitled to any claim howsoever arising in respect of

either financial or programme change.

5. DESIGN (where applicable)

5.1 The Subcontractor warrants that they have exercised, and will exercise, all reasonable skill and care in:

5.1.1 the Design of the Subcontract works in so far as they will be designed by the Subcontractor or its consultant’s.

5.1.2 the selection of materials and goods for the subcontract works, in so far as they are selected by the Subcontractor or

its consultants or agents.

5.1.3 satisfaction of any performance specification or requirements in so far as they are referred to or implied in the

Subcontract documents ensuring the design of the Subcontract works are fully coordinated and integrated into the design

of the building structure or components to be included in the works or implied to in the Subcontract documents.

5.2 The Subcontractor must liaise with associated trades to ensure that their design coordinates with other packages. No claim shall

arise as a result of co-ordination with other trades.

5.3 The Subcontractor shall provide Design Services and prepare or cause to be prepared the Design in accordance with the terms of

the Subcontract Documents and shall be solely and entirely responsible for the design of all Subcontract Works including

compliance with any documentation, standards and warranties. LBMC Ltd may request reasonable evidence of compliance at its

discretion.

5.4 No advice, comment or want of comment by the Main Contractor or the Employer on any matter connected with or arising from

examination of the Design of the Subcontract Works shall relieve the Subcontractor of his responsibility defined in these Conditions

or warrant the sufficiency of any description, quantity, or price.

5.5 The Subcontractor shall indemnify the Contractor against every liability which the Contractor may incur to any other person

whatsoever and against all claims, demands, proceedings, damages, costs, and expenses made against or incurred by the Contractor

by reason of any defect of insufficiency in the design or any other breach by the Subcontractor of these conditions.

5.6 Save as may otherwise be agreed in writing by the Contractor, the Subcontractor shall furnish the Contractor with two full size

hard copies and one PDF/DWG version of the Subcontract Drawings and Specification at the times laid out in the section of these

minutes or as may be directed by the Contractor during the Subcontract Works.

5.7 As and when from time to time may be necessary, the Subcontractor without charge to the Contractor shall furnish him with

three copies of such drawings or details as are reasonably necessary either to explain and amplify the Subcontract Drawings or to

enable the Subcontract Works to be carried out and completed in accordance with these conditions.

5.8 Prior to Practical Completion of the Subcontract Works, at a mutually agreed date or as directed by the Contractor, the

Subcontractor will produce and supply record drawings, record sketches, diagrams, specification and all necessary information and

as built records which accurately record the installation of the Subcontract Works and the design thereof.

5.9 The Subcontractor grants to LBMC Ltd full rights, liberty, and licence to copy reproduce or electronically transmit any

drawings, specifications, sketches, correspondence, and design information the Subcontractor produces relating to the specific

project for which the Subcontractor has sole copy right.

5.10 The Subcontractor shall indemnify LBMC Ltd against any claims brought by a third party in respect of breach or copyright

relating to the Subcontract works.

5.11 The Subcontractor shall provide samples, sample areas, mock-ups, sample of products which are required by LBMC Ltd to

demonstrate the suitability of any product or design which will form part of the subcontract works. The approval of such samples

shall not release the Subcontractor from any obligations or responsibilities in respect of the design of the subcontract works.

5.12 LBMC Ltd advise the Subcontractor that he must ensure that the drawings submitted for approval and the actual approved

drawings are within the values included within the Subcontract Order.

5.13 The Subcontractor shall provide a minimum of two hard colour copies of the fully detailed Operations and Maintenance

Manuals to the satisfaction of the Contractor. These to be provided before completion of the Subcontract works. Where O&M

manuals are outstanding, the Contractor shall not be liable to make any payment, interim or final, until they are provided to a

satisfactory standard.

6. INSURANCES

6.1 The Minimum amount of insurance cover required is:

6.1.1 Employers Liability – minimum of £10 million for any one occurrence

6.1.2 Public Liability – minimum of £5 million for any one occurrence (£2 million may be accepted)

6.1.3 All risks – if deemed applicable – £1,000,000.00

6.1.4 Professional Indemnity to cover any design responsibilities - £5,000,000.00 – if deemed applicable

7. RECTIFICATION PERIOD

7.1 The Subcontractor will be responsible for a defect’s rectification period of 18 Months from practical completion of the project.

8. VARIATIONS

8.1 Quotations are to be submitted and agreed prior to any works being carried out with the project surveyor and a variation order

issued accordingly although it is not a condition precedent to variation works being instructed that the Contractor must have agreed

the variation quotation and LBMC Ltd may instruct the Subcontractor to proceed before agreeing any quotation or cost.

8.2 Please be advised that any works carried out without an agreed instruction or variation order will be at the Subcontractor’s own

risk and may result in payments not being made.

8.3 Please note dayworks sheets are not variation instructions. Daywork sheets are merely a record thereof but must be corrected

executed to be acceptable (if prior agreed).

9. SUBCONTRACTOR RISK ASSESSMENT & METHOD STATEMENT

9.1 The Subcontractor will be required to submit their site-specific risk assessment and method statement along with supporting

documents for approval prior to any works commencing on site (at least 7 days). Please ensure that all lifting methods and fall

preventions have been clearly detailed within these. It is the Subcontractor’s responsibility to ensure that any of their operatives that

have been assigned to work on the project have a signed acceptance confirming they have read and understood these documents.

10. MOBILE PLATFORMS

10.1 The Subcontractor may provide a tower for elements of the subcontract works; it is the Subcontractor’s responsibility to ensure

the tower has been checked/erected by an appropriately certificated person prior to each use. If the Subcontractor intends to use a

tower for any of their works, it is to be clearly detailed within their site-specific risk assessment and method statement. Please

consult the site manager prior to each use.

10.2 All towers brought to site by the Subcontractor must be suitably checked/erected/certified.

11. HSQE MATTERS

11.1 All parties involved with the project must comply with the LBMC Ltd Health and Safety & Environmental Policies and

Procedures including the LBMC Ltd Drug and Alcohol policy. The Subcontractor confirms they are in receipt of these documents

by virtue of signing this order or performance thereunder. LBMC Ltd may, at random, select operatives to undertake ad-hoc drug or

alcohol testing and it is a condition of the Subcontract Order that all operatives must consent to testing. Refusal will result in

ejection from site and a future ban from all LBMC Ltd sites and/or premises.

11.2 The Subcontractor will confirm the types and quantities of waste anticipated and his plan to minimise and manage his waste.

11.3 The project Construction Phase Plan is available for inspection. The Subcontractor confirms his obligations under the CPP and

will produce Risk Assessments and Method Statements in compliance with the CPP.

11.4 The Subcontractor will provide his staff and Subcontractors with and train them in the use of all PPE, RPE, Plant and

Equipment required for the works and will provide certification of the same upon request.

11.5 If LBMC Ltd are required to provide members of the Subcontractor’s staff or Subcontractors with PPE, RPE or Safety

Equipment, the Subcontractor will be required to reimburse the costs by means of a deduction from its account for the cost plus 20%

administration fee.

11.6 All Subcontractors must ensure that all its staff and Subcontractors hold a valid CSCS or equivalent card applicable to their

trade and/or activity.

11.7 The Subcontractor will provide a named, qualified, and competent supervisor for all site activities for the duration of the works

on site.

11.8 Asbestos may be present on site. Where such circumstances apply, the Subcontractor must provide evidence that all operatives

are suitably trained in respect of Asbestos management. An asbestos survey will be conducted and all asbestos either removed or

clearly identified. All operatives must work to The Control of Asbestos Regulations.

11.9 All waste material left on site form a potential health and safety hazard. Thus, all Subcontractors will ensure that the waste they

create is removed from site on a daily basis (or shorter time as may be required for a specific waste type). LBMC Ltd reserve the

right to reclaim any costs incurred in clearing up waste materials left by the Subcontractor. Labour will be charged at £25 per hour

plus all incurred costs such as skips, administration, lost time etc.

11.10 LBMC Ltd are not bound to give any Subcontractor exclusive possession of any site or work area unless otherwise agreed

which will be strictly for health and safety reasons. All Subcontractors must work collaboratively with and co-ordinate with other

Subcontractors on site to maintain overall project delivery timescales and HSQE compliance.

12. SUBCONTRACTOR PLANT

12.1 All Subcontractor tools and plant must have current/valid PAT test certificates.

12.2 The contractor accepts no responsibility for Subcontractor plant on or off site.

12.3 All plant must be certified to its necessary standard/use. Certificates to be supplied as required and checks to be carried out as

per statutory regulations.

13. QUALITY

13.1 The Subcontractor is to agree a project specific Test & Inspection process which satisfies the requirements of the LBMC LTD

Project Quality Management Plan. The process should state where elements are to be regarded as fully, finally and properly

incorporated into the Main Contract Works prior to practical completion of the Subcontract Works following satisfactory test and

inspection.

13.2 Project specific checklists are to be provided to the LBMC Ltd PM in advance of commencement on site.

13.3 LBMC Ltd Technical Checklists/Sign Offs may be used if necessary and appropriate.

13.4 Any samples and prototypes to be provided should be listed.

13.5 The Subcontractors inspection and checking of works procedures will be submitted to LBMC Ltd within 7 days prior to

commencing on site for our approval.

13.6 All the Subcontractors operatives shall carry out the works and checks in accordance with BS EN ISO 9001, relevant industry

standards, environmental standards, any specification and drawings and any specific contract requirements.

13.7 It is the Subcontractor responsibility to ensure his works conform to the required quality of the Subcontract/Main Contract and

offer fully inspected, tested and defect free works to LBMC Ltd for final acceptance.

13.8 The Subcontractor will return to remove all his protection material and carry out final making good and cleaning down of all

the subcontract works at a time to be agreed with the LBMC Ltd Site Management prior to handing over the project to the Client.

13.9 The Subcontractor will ensure that inspections and tests are completed for the quality of all works undertaken to ensure the

works are completed to the contracted standard. LBMC Ltd will not certify the full value of the works until it can be proved that all

works have been inspected and tested and meet the contracted standard.

13.10 Works deemed to be completed by the Subcontractor but without the associated inspection and testing being undertaken will

be certified at no more than 90% completed.

14. PAYMENT

14.1 Payment terms are Nett Monthly Payments (Unless agreed otherwise) – All payment applications must be received on the 20th

of each month. Schedule available on request.

14.2 All payment applications to be sent to the relevant Contracts Manager and [email protected]

15. APPLICATION REQUIREMENTS

15.1 Please ensure an application is issued with all relevant supporting information such as marked up drawings, photographs,

measurements, and other information to assist in demonstrating your claim.

15.2 Invoices will not be accepted as a Claim/Application for Payment. All Applications/Claims must be made on an Application

template only.

15.3 Applications for payment should be issued via email to the relevant Contracts Manager and copied to accounts.

15.4 Applications for payment must be issued before 4pm on the relevant date identified in the order.

15.5 Where an application is issued more than 48 hours early or at any time after the date identified in the Subcontract Order it will

be deemed void and will not be subject to any payment provisions.

15.6 Payment will be made either on the FDP or on the next pay run following the FDP should the date not coincide with the

relevant LBMC Ltd payment run. Interest shall only accrue from 30 days after the FDP.

16. MATERIALS ON SITE

16.1 The contractor does not accept applications for materials on or off site unless otherwise agreed.

17. CONTINUITY OF WORK

17.1 The Subcontractor is deemed to have allowed sufficient visits to complete the Subcontract works – The contractor does not

guarantee continuity of works.

18. RETENTION

18.1 Date for release of 1st half of retention monies 2.5% To be released 6 months after practical completion of the subcontract

works and upon receipt of a valid application and conditional upon all O&M manuals and Quality Assurance documents having

been provided.

18.2 Date for release of 2nd half of retention monies 2.5% To be released 24 months after practical completion of the subcontract

works and upon receipt of a valid application.

19. STORAGE OF MATERIALS, TOOLS, OR PLANT ON SITE

19.1 The contractor does not accept responsibility for plant or tools left on site.

19.2 The contractor does not accept responsibility for materials on site until such time as the Subcontractor achieves practical

completion and such practical completion is certified by LBMC Ltd.

20. CREDIT CHECK

20.1 The Contractor may carry out credit checks and or monitoring before or during the works to ensure that the Subcontractor has

sufficient cashflow to deliver the services and goods to complete the works. The contractor reserves the right to review payment

terms and in extreme cases terminate the contract should the checks deliver adverse results.

20.2 The Subcontract Order is conditional upon the financial stability of the Subcontractor and LBMC Ltd reserves the right to take

relevant steps in aid of protecting itself and/or the works where such financial stability becomes adversely affected. Any termination

of the Subcontract Order on the basis of a financially detrimental occurrence shall be unconditional and the Subcontractor shall have

no claim in respect of wrongful termination.