1.0 Definitions
1.1 The following definitions will be applied to words and expressions used in the Contract:
1.1.1.”Business Hours” refers to Monday through Friday from 7:00 am to 5:00 pm (excluding bank holidays) or any other time that the parties may agree upon.
1.1.2.The 2015 Construction (Design and Management) Regulations are referred to as the “CDM Regulations.”
1.1.3.According to the Finance Act of 2004 and the Income Tax (Construction Industry Scheme) Regulations of 2005, “CIS” stands for the Construction Industry Scheme.
1.1.4.”Commencement Date” refers to the date specified in the Contract for the start of the Works or, in the absence of such a date, the Order’s date.
1.1.5.”Completion Date” refers to the date on the Order or elsewhere in the Contract that the Supplier must have finished the Works.
1.1.6.”Contract” refers to the agreement for the supply of goods, rendering of services, and/or completion of works, or a combination of these. It will consist of the General Conditions of Supply, any Supplementary Conditions, the Specification, and any Order attachments. It will be prioritised in the order specified here.
1.1.7.According to CIS, a “contractor” is either the employer as described here or the customer.
1.1.8.Any of the Customer’s subsidiaries, successors, and assigns as listed in the Order are considered “Contracting Parties.” For the avoidance of doubt, nothing in this Contract shall be interpreted or deemed to create or purport to create any joint and/or several liabilities between any or all of the parties mentioned in the preceding sentence, nor to constitute a partnership between any of the parties mentioned in the sentence above.
1.1.9.”Customer” refers to the business that issued the order.
1.1.10.”Date of Taking-Over” refers to the Customer’s written certification of the date on which the Works were accepted and taken over by the Customer.
1.1.11.The definition of “Defects Liability Period” is provided in clause 11.1.
1.1.12.”Delivery Date” refers to the date specified in the contract for the delivery of the goods, unless the goods are to be supplied in installments, in which case the delivery schedule will be followed.
1.1.13.The legislative changes outlined in HMRC’s Domestic Reverse Charge procedure (VAT Notice 735), which was implemented on March 1, 2021, are referred to as “Domestic Reverse Charge.”
1.1.14.Income tax, national insurance contributions, and any other liability, deduction, or levy—including, but not limited to, any apprenticeship levy—that results from or is made in conjunction with the provision of services are all considered “employment taxes.”
1.1.15.The term “goods” refers to the supply of materials, plant, goods, equipment, consumables, and other items (including any part or installment of them) as listed on the order, which must be provided by the Supplier in compliance with the terms and conditions of the Contract, to which further specific clauses in this document shall apply.
1.1.16.Patents, trademarks, service marks, design rights (registerable or not), applications for any of the aforementioned rights, copyright, trade or business names, and other comparable rights, whether or not they are registerable, are all considered “intellectual property rights” in any country, including but not limited to the United Kingdom.
1.1.17.”Intermediary” refers to any organisation, excluding suppliers and PSCs, that enters into a contract with personnel.
1.1.18.”IR35” refers to the off-payroll working intermediates legislation found in Chapters 8 and 10 of Part 2 of the ITEPA (as it may be changed from time to time), as well as any additional secondary laws or
laws pertaining to the treatment of workers whose services are rendered through intermediaries with regard to tax and national insurance contributions
1.1.19.The Income Tax (Earnings and Pensions) Act of 2003 is known as “ITEPA.”
1.1.20.”Order” refers to a formal purchase order that the customer issues to the supplier for the supply of goods, rendering of services, and/or completion of the works.
1.1.21.Employees, officers, and other individuals hired by the Supplier or any third party as employees, contractors, or otherwise and utilised by the Supplier, whether or not they are mentioned in any document outlining the Services, are considered “Personnel” if they are involved in any way in the performance of the Services and/or this Contract.
1.1.22.”Price” refers to the cost as stated in the order.
1.1.23.Any schedule for the supply of goods, the provision of services, or the completion of the works is referred to as a “program.”
1.1.24.”PSC” refers to a limited company or partnership that satisfies the requirements outlined in ITEPA sections 61O or 61P, as applicable.
1.1.25.In accordance with the terms and conditions of the Contract, to which other specific clauses in this document shall apply, “Services” refers to any planned or emergency maintenance, overhaul, repair, or adjustments to the Goods and/or Works, as well as new and/or existing services as specified on the Order to be provided by the Supplier.
1.1.26.The term “site” refers to the address specified in the order where the goods, services, and/or works are to be delivered, rendered, and completed.
1.1.27.Any plans, drawings, data, samples, or other descriptions or information about the goods, services, and/or works that the supplier is required to adhere to are referred to as “specifications.”
1.1.28.According to CIS, a “subcontractor” is a supplier or contractor as such term is defined above.
1.1.29.”Supplier” refers to the company that provides the works, services, and/or goods.
1.1.30.”Supplementary Conditions” refers to any additional terms that are added to or changed from the General Conditions of Supply, if any.
1.1.31.Value Added Tax, or “VAT,” is primarily regulated under the Value Added Tax Act of 1994.
1.1.32.As stated in the Order, “Works” refers to the installation, erection, modification, and repair of new and/or existing goods and/or works that must be completed by the Supplier in compliance with the terms and conditions of the Contract, to which further specific clauses in this document shall apply.
1.2 If a statute or a provision of a statute is mentioned in the Contract, it will be interpreted as referring to the statute or provision as it has been amended, re-enacted, or extended from time to time.
1.3 These General Conditions of Supply’s heads are merely for convenience and have no bearing on how they should be interpreted.
2.0 Agreement
2.1 The Customer will only evaluate quotes and enter into contracts based on the General Conditions of Supply included in the Contract or in any documents specifically included in the Contract, subject to section 2.3. The Supplier’s quotation, any invoice or delivery note (whether or not a customer representative signs it), any correspondence, or any “tear off” slip all contain additional terms and conditions that are specifically excluded and do not constitute a contract.
2.2 The terms and conditions stated in or mentioned in any documentation that the Supplier submits, in any correspondence, or elsewhere, or that are implied by trade custom, practice, or course of dealing, as well as any terms and conditions that appear or are mentioned on the Supplier’s
webpage.
2.3 In the event that the Supplier and the Customer sign a different set of terms and conditions created by the Customer (pertaining to the same Goods, Services, and/or Works), those terms and conditions will take precedence over this Contract and apply retroactively to the pertinent Goods, Services, and/or Works. This Contract will no longer be in effect.
2.4 The customer’s waiver of any of the terms and conditions hereof will only be effective if it is documented in writing and signed by the customer. It will only be effective for the purposes of that specific transaction; all other terms and conditions will still be fully enforceable.
2.5 The Contract shall apply to all agreements for (i) the supply of goods, (ii) the provision of services, and (iii) the carrying out of any works, or any combination of (i), (ii), and (iii), subject to clause 2.3 and notwithstanding the lack of any express reference to “goods, services,” and/or “works” on the face of the Order.
2.6 All prior written or verbal discussions or agreements between the Supplier and the Customer regarding the Goods, the Services, and/or the Works shall be superseded by the Contract, subject to section 2.3.
2.7 In accordance with the terms of the Contract, the Order represents the Customer’s acceptance of the Supplier’s offer to deliver the Goods, render the Services, and/or perform the Works stated therein.
2.7 A The Customer may change or cancel an order by giving written notification to the Supplier [anytime before the order is shipped OR within seven (7) days of placing an order]. Except in cases where the amendment or cancellation is the result of the Supplier’s failure to fulfil its obligations under this agreement, the Customer’s liability to the Supplier for any such order cancellation or amendment will be limited to paying the Supplier all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation.
2.8 With the exception of clause 2.3, no modification to the contract will be enforceable unless specifically agreed upon in writing by the customer’s authorised representatives and the Provider.
2.9 Neither party’s indulgence will preclude the other from later using its rights and remedies under the terms of the contract.
2.10 If the Supplier violates the Contract, the Customer’s waiver of that violation does not imply a waiver of any subsequent violations of that or any other provision.
2.11 No use of clause
2.12 The validity of the remaining provisions of the contract and the remaining provision in question will not be impacted by this decision or judgement and will continue to be in full force and effect if any competent authority finds any part of the contract to be invalid or unenforceable.
2.12 a The customer retains the right, at its exclusive discretion, to buy any goods, services, or works from any supplier.
The following extra provisions will be applicable in cases when the supplier is required to supply any goods.
2.13 The contract shall be regarded as a single, non-severable agreement if the goods are to be provided in installments.
2.14 If there is no delivery date specified, the Supplier will deliver the Goods with all reasonable care and promptness, and in compliance with any reasonable requirements that the Customer notifies them of.
2.15 Unless both parties agree otherwise in writing, deliveries of imported goods must be done DDP (delivered duty paid) in line with Incoterms 2010.
2.16 As an independent contractor under the terms of the contract, the supplier will have total control over its workforce and business activities. Nothing in this agreement will be interpreted as making one party the other’s partner, agent, or legal representative.
2.17 The Supplier shall not issue any press releases or otherwise publicise the Contract or its contents without the Customer’s prior written consent.
3.0 The obligations of the supplier
3.1 In the trade relationship between the Supplier and the Customer, all computers, information systems, and related software must have “date integrity,” which includes “year” and “leap year” provisions.
3.2 No clause is used
3.3 The Supplier may be asked by the Customer to furnish a security or performance bond for the Goods, Services, and/or Works; this must be in the format stated in the Order.
3.4 A The Supplier shall always abide by all health and safety laws and guidelines as well as any additional security specifications that may be applicable at the Customer’s location. The following extra provisions will be applicable in cases when the supplier is required to supply any goods.
3.4 B During business hours, the goods must be delivered to the site on the delivery date and in compliance with the conditions specified in the contract and/or any programs mentioned therein.
3.5 If the goods’ delivery date is to be determined after the order is placed, the supplier must provide the customer with a reasonable amount of notice about the date. The goods must be delivered by the supplier during business hours on the designated date.
3.6 Every delivery or consignment of the goods must, if at all feasible, be accompanied by a packing note that includes the order number and is conspicuously displayed along with information about lifting hazards and/or storage requirements.
3.7 If any goods are provided that do not meet the terms of the contract, the customer has the right to reject them. The customer has the following options:
(a) demand that the supplier either fix the goods or provide replacements that comply with the contract within seven days; and
(b) whether the supplier has previously been asked by the customer to fix the goods or to provide any substitute goods, consider the order as fully renounced by the supplier, and demand that the supplier remove the goods at its own cost and reimburse any portion of the paid price.
3.8 In order for the Customer to accept delivery of the Goods, the Supplier must give written notice of any instructions and/or other information (referred to as “Delivery Instructions”) at least seven working days before delivery. Any damages incurred as a result of the Supplier’s late delivery of the Delivery Instructions shall be reimbursed to the Customer.
3.9 Regardless of whether the customer accepts the goods or not, they are not required to return any packaging or packing materials to the supplier.
3.10 The Customer is guaranteed by the Supplier that the Products will:
3.10.1 Be fit for any purpose offered by the Supplier or communicated to the Supplier (either explicitly or implicitly) on or before the Order date, and of adequate quality (as defined by the Consumer Rights Act 2015);
3.10.2 Have no flaws in the craftsmanship, materials, or design;
3.10.3 Comply with the specifications and any previously supplied samples;
3.10.4 Adhere to all legal mandates and guidelines concerning the goods’ selling; and
3.10.5 not violate any third party’s rights.
3.11 The goods’ quantity, quality, and description must match those listed in the specification or the order.
3.12 When it comes to the production, packing, and delivery of the goods, the supplier must abide by all applicable laws and regulations.
3.13 No use of clause
3.14 No use of clause
3.15 The goods must, if at all possible, be marked in compliance with the customer’s instructions and any applicable laws or carrier requirements. They must also be appropriately packed and secured to ensure that, in the regular course of business, they arrive at their destination unharmed. Any storage requirements or lifting concerns must also be clearly marked on the goods’ packaging. The following extra provisions will be applicable in cases when the supplier is required to deliver any services.
3.16 In line with industry best practices and the conditions specified in the contract, the services must be rendered with a fair level of skill and care.
3.17 Unless otherwise approved in writing, the services will be rendered during business hours.
3.18 On or before the date of the order, the supplier must make sure that any plant or equipment provided as part of the service complies with the specifications, is of a fair quality, and is suitable for any purpose that the supplier has stated or impliedly disclosed to the supplier.
3.19 The Supplier shall abide by all applicable laws, site regulations, health and safety standards, and security requirements pertaining to the Services. The customer will notify of any additional requirements at the time of order placing or tender.
3.20 The supplier is responsible for making sure that, to the extent that it is practically possible, complete cooperation is maintained when the provision of the services must be integrated with the operations of any other suppliers or subcontractors. The Supplier shall bear the responsibility for any further substantiated and reasonable costs that the Customer may incur as a result of the Supplier's failure to fully integrate the Services with the operations of any other suppliers or subcontractors.
3.21 The Supplier is responsible for providing all legally required warnings and paying any fees associated with the Services.
The following extra provisions will be applicable in cases when the supplier is required to perform any work.
3.22 In accordance with industry best practices and the conditions specified in the contract, the Supplier shall perform and finish the Works with reasonable skill and care.
3.23 Except as expressly stated in the Specification, the Supplier will bear complete responsibility for every facet of the Works' design.
3.24 In the event that the Supplier learns of any confusion or mistake in the Specification, or in any way where the Works to be performed are unlikely to satisfy the Customer's needs, the Supplier shall promptly give written notice to the Customer.
3.25 On the Commencement Date, the Supplier will have access to the Site and will work actively and regularly on the Project in compliance with the Program, but the Works must be completed by the Completion Date at the latest. Every month (or at any other frequency that the parties may reasonably agree upon), the Supplier will provide the Customer with a progress report.
3.26 The supplier is responsible for making sure that, to the extent that it is practically possible, complete cooperation is maintained when the works integrate with those of any other suppliers or subcontractors. The Supplier shall be responsible for any additional substantiated and reasonable costs that may be incurred by the Customer as a result of the Supplier's failure to fully integrate the Works with the activities of any other suppliers or subcontractors.
3.27 The Supplier is responsible for providing all legally needed notices and paying all legally owed expenses related to the Works.
3.28 The following must be promptly communicated to the customer by the supplier:
3.28.1 Any prerequisites for securing approvals for the Works and adhering to all of them; and
3.28.2 any claim or situation that could result in a claim for payment of any amount over the price. Notifying in compliance with this
The Supplier will be considered to have waived any such claim in accordance with clause 3.28.
3.29 The Supplier may have to install, test, and/or commission specific parts of the Works in order to comply with the Program, even though the Supplier is still obligated to finish the Works by the Completion Date. Any expenses related to meeting this condition are considered to be included in the price.
3.30 The Supplier guarantees the Customer that any plant, machinery, or materials used in the Works will:
3.30.1 be of acceptable quality (as defined by the Consumer Rights Act of 2015) and suitable for any purpose that the supplier has stated or impliedly informed the supplier of on or before the order is placed;
3.30.2 have no flaws in the craftsmanship, materials, or design;
3.30.3 matches the specification or any previously supplied sample;
3.30.4 adhere to all legal mandates and rules concerning the Works; and
3.30.5 not violate other people's rights.
3.31 In relation to the Works, the Supplier is required to adhere to all applicable legislative obligations, including but not limited to the CDM standards, as well as all security, health, and safety standards.
The following extra provisions will always be applicable:
3.32 The Supplier shall not unjustly deny the Customer's request to examine, test, and audit the performance record, management system, and competencies, the Supplier's or any third party's premises before, during, or after work is completed; or in the case of goods being supplied, their manufacture, processing, or storage prior to despatch; and the Supplier shall furnish the Customer or any individual to whom the Customer has granted this right with all facilities reasonably necessary for auditing, testing, and inspection.
3.33 The Supplier shall (at his own expense) take the necessary measures to ensure compliance if, following inspection, testing, or auditing, the Customer is not satisfied that the Goods, Services, and/or Works will comply in all respects with the Contract and the Customer notifies the Supplier of this within seven (7) days of the inspection, testing, or auditing. The Supplier shall give the Customer proof and/or certificates attesting to the inspections and/or tests conducted in connection with the Goods, Services, and/or Works and the outcomes obtained when any testing and/or inspections show to the Customer's reasonable satisfaction that the Goods, Services, and/or Works comply in all respects with the Contract.
The following provisions will be applicable if the supplier is to perform any services or works.
3.35 The Supplier shall, without incurring any fees, upon receiving or providing notice to terminate in line with Clause 8 or the date on which a successor to the Supplier is appointed:
3.35.1 make every effort to ensure that, starting on the date of termination, the provision of the Services and/or Works is transferred to the successor of the Supplier or, at the Customer's request, to the Customer directly;
3.35.2 give the Customer and the Supplier's successor fair access to all pertinent data, records, and information, and abide by all reasonable demands made by the Customer and the successor in relation to getting ready to take over the supply of the Works and/or Services; and
3.35.3 Give the Customer a copy of any software that the Supplier has created especially for the Customer to use in order to receive the Services and/or Works.
4.0 Cost
4.1 The price will be as specified on the order, and it cannot be raised without the customer’s prior written or verbal consent or by issuing a separate order. This includes price increases due to fluctuating exchange rates, increased labour, material, or transportation costs, or any other reason.
4.2 The price does not include any applicable value added tax, which the customer must pay after receiving a VAT invoice.
The following extra provisions will be applicable in cases when the supplier is required to supply any goods.
4.3 All fees for packing (and returning it), shipping, carriage, insurance, delivery, and offloading of the goods to the site, as well as any tariffs, imposts, or levies besides value added tax, will be included in the price.
5.0 Remittance
The following provisions will be applicable if the supplier is required to supply any goods.
5.1 Unless the order specifies otherwise, the supplier may bill the customer on or at any point after the goods are delivered. Each invoice must include the order number if the supplier has been informed of it.
5.2 After accepting the goods, the customer must pay the price at the end of the month after 45 days from the date the customer received a valid invoice, subject to Clauses
5.8, 5.9, and 5.10 and unless otherwise specified on the order.
When any services are to be rendered by the supplier, the following provisions will be applicable.
5.3 The Supplier may bill the Customer for the Service on a monthly basis in arrears, unless the Order specifies otherwise.
5.4 The Customer will pay the amount specified in the invoice at the end of the month after 45 days from the date the Customer receives a valid invoice, subject to Clauses
5.8, 5.9, and 5.10 and/or any deduction for any component of the Service that has not been provided in accordance with the Contract.
The following provisions are applicable when the supplier is required to perform any work.
5.5 The Supplier may request payment in writing from the Customer for that component or portion of the Works completed in the previous month, unless the Order specifies otherwise. Within seven days of receiving the application for payment, the Customer will evaluate it and provide a payment certificate (the “Payment Certificate”) indicating the amount owed to the Supplier under the terms of the Contract, even if there is no money owed. The supplier must send in its invoice for the sum specified on the payment certificate as soon as it is received. The “due date” is the date on the Payment Certificate, and the “final date for payment” is the date specified in Clause 5.6.
5.6 The Customer will pay the Price at the end of the month after 45 days from the date the Customer receives a valid invoice, subject to Clauses 5.8, 5.9, and 5.10 and/or any deduction for any aspect of the Works that have not been carried out in accordance with the Contract.
5.7 If the Price of the Works exceeds twenty thousand pounds (£20,000), a retention of ten percent (10%) will be subtracted at the Customer’s sole discretion from each invoice provided by the Supplier, unless otherwise agreed in writing between the Customer and the Supplier. Such retention will be released when the supplier submits a bank guarantee or retention bond in a format and content that the customer approves of, or it will be paid to the supplier at the end of the Defects Liability Period.
The following provisions will always be applicable:
5.8 The Supplier must present any pertinent worksheets and certificates, as necessary, to prove its right to payment under this Clause 5 before any invoice can be paid. To enable quantity and value matching, each invoice must be in an electronic format, clearly mention a legitimate customer purchase order number, delivery or site address, and be described in a format equivalent to the purchase order. No payment will be made for any invoice that is submitted on paper or that does not have a valid customer purchase order number.
5.9 Any amounts that the Supplier owes the Customer, whether under the terms of the Contract or any other agreement between the parties, may be deducted from the Price by the Customer.
5.10 If an invoice is received more than ninety (90) days after the goods have been delivered to the customer and/or the work or service has been completed, the customer will not be required to pay it or take it into consideration unless the supplier has given the customer written notice in advance (but no less than fourteen (14) days before the ninety (90) days mentioned above) that it intends to raise an invoice for the delivered goods and/or the completed work or service. This notice must contain all of the Supplier’s supporting documentation for its invoice, such as the Customer’s acceptance of the price (for instance, any applicable purchase orders), the date and proof of receipt of the goods, and/or the date on which the Work or Service was signed as completed.
5.11 The Supplier may impose interest at a rate of two percent (2%) above the prevailing bank rate per year, as announced by the Bank of England, on any uncontested past-due payments from the due date until the date of payment.
5.12 The Customer shall pay the Supplier less than the amount specified in any Payment Certificate (the “Notified Sum”) and may submit a Pay Less Notice up to five days prior to any Final Date for Payment.
6.0 Accountability
6.1 The next clauses outline each party’s full responsibility to the other, including any responsibility for the deeds or inactions of their respective agents, employees, or subcontractors:
6.1.1 any violation of their individual responsibilities under this agreement; and/or
6.1.2 Any statement, representation, tortious act, or omission, including carelessness, that results from or is related to this contract.
6.2 This contract does not restrict either party’s responsibility for:
6.2.1 Negligence-related death or bodily injury; and
6.2.2 deliberate wrongdoing or deception by a party.
6.3 The Supplier is responsible for all actions or inactions of its staff members and agents or subcontractors resulting from or related to this agreement (whether from a contract, non-fraudulent misrepresentation, tort (including negligence), violation of statutory duty, breach of warranty, or any other type of indemnity).
6.4 The Customer shall be limited to the lesser of the Contract Price or twenty-five thousand pounds (£25,000) for any and all acts or omissions of its employees, agents, or subcontractors arising out of or in connection with this Contract, whether arising from contract, breach of warranty, tort (including negligence), breach of statutory duty, non-fraudulent misrepresentation, under any indemnity, or otherwise.
6.5 Notwithstanding anything in the Contract, the Customer will never be held accountable to the Supplier for any (i) loss of production, loss of business, loss of contracts, or loss of revenues, or (ii) special, indirect incidental, or consequential loss or damage of any kind arising out of or connected with the Contract, whether in a contract or tort (including negligence or breach of statutory duty), however it arises, and whatever the cause thereof.
6.6 Each party certifies that, in light of the other terms of this agreement and its capacity to insure against potential losses in the event of a breach, it believes the provisions of this clause to be reasonable.
6.7 Insofar as they result from or are related to the infringement of any patent, copyright, design right, trade mark, or other intellectual property rights (“Intellectual Property”) relating to the Goods, Services, and/or Works (as applicable), the Supplier shall protect, hold harmless, and indemnify the Customer (and its directors, officers, employees, agents, subsidiaries, affiliates, and each of their successors) from and against any loss, claim, damages, costs, and liabilities of any kind, including reasonable legal fees and expenses.
6.8 The terms of this clause will remain in effect even after this contract expires or is terminated.
7.0 Title and Insurance
7.1 In compliance with the Employers’ Liability (Compulsory Insurance) Act 1969, the Supplier must obtain Employers Liability Insurance of at least £5 million (£5,000,000), as well as a Public Liability Insurance Policy (for the provision of services or the completion of the Works) and a Product Liability Insurance Policy (in the supply of goods) with a respectable English company, both with an indemnity limit of at least five million pounds (£5,000,000) on a per-claim basis. This insurance will remain in effect for the duration of the contract and for an additional six years after that.
7.2 When the Customer reasonably requests it, the Supplier will furnish proof of the insurance policies that must be kept up to date in accordance with the Contract, as well as proof of premiums paid in the form of a broker’s letter. Proof of renewals must be given at least once a year when trading with the customer on a regular basis.
When any work is to be done by the supplier, the following extra clause will be applicable.
7.3 The supplier must maintain professional indemnity insurance with a respectable English company with a minimum indemnity limit of five million pounds (£5,000,000) on a per-claim basis if it is taking on any design responsibility for the works or any portion of the works. This insurance must remain in effect for the duration of the contract and for a continuous period of six years after that.
When the supplier is required to supply any goods, the following extra clause will be applicable.
7.4 Unless payment for the goods (less any retention money) is made before delivery, title in the goods will pass to the customer upon delivery. In that case, the goods will be marked “Property of the Customer” and will be deemed appropriated to the contract.
8.0 Termination and Breach
8.1 If the other party is in material breach of any of its obligations under this agreement and does not correct the matter within seven (7) days of receiving written notice from the party thereby entitled to suspend or terminate the Contract, either party may, at its option and without affecting any other remedies that may exist, suspend or terminate the Contract immediately by giving written notice to the other party.
8.2 By providing notice to the Supplier at any time, the Customer may immediately cancel the Contract without incurring any liability to the Supplier if:
8.2.1 Unless solvent amalgamation or reconstruction is the goal, the Supplier enters into a voluntary arrangement with its creditors (as defined by the Insolvency Act 1986 or any re-enactment or modification of it), goes bankrupt as an individual or firm, or, as a company, is subject to an administration order or enters liquidation;
8.2.2 Any of the Supplier’s assets or property are seized by an encumbrancer or a receiver is designated in connection with them;
8.2.3 The supplier stops conducting business, or threatens to stop doing so; or
8.2.4 The Supplier is notified when the Customer reasonably anticipates that any of the aforementioned occurrences will occur in connection with the Supplier.
8.3 In spite of articles 8.1 and 8.2, the Customer may end the Contract by providing the Supplier with writing notice at least fourteen (14) days in advance. Under such circumstances, the Customer will pay the Supplier back the amount of the price that is fair and reasonable given the quantity of goods, services, and/or completed work as of the termination date.
The following extra provisions will be applicable in cases when the supplier is required to supply any goods.
8.4 In addition to any other remedies, the customer has the right to deduct the price if the goods are not delivered on the delivery date. If the customer has already paid the price, they can also claim liquidated damages from the supplier in the form of one percent (1%) of the price for each week of delay, up to a maximum of ten percent (10%) of the price, or other liquidated damages as specified in the contract. The Customer may terminate the Contract in line with Clause 8.1 if the delivery of the Goods is delayed for four (4) weeks or more after the Delivery Date.
8.5 If the goods are not delivered or do not meet the terms and conditions of the contract, the customer shall, without affecting any other remedies that may be available,
possess the right to:
8.5.1 To mandate that the Supplier agree with the Customer on a new date for completing the repair or replacement (as appropriate) as soon as possible and to take action to repair or replace, as appropriate, within seven (7) days of receiving written notice to that effect from the Customer (or within a longer period as may be specified in such notice); or
8.5.2 The Customer may, at its sole discretion, treat the Contract as repudiated by the Supplier’s breach immediately after notice from the Customer and demand the return of any portion of the Price that has been paid, along with any amounts due under Clause 5, if the Supplier cannot reasonably be expected to comply with Clause 8.5.1 or has not done so.
8.6 The customer will retain rights to all goods they have paid for, whether they were purchased on or off the site, upon termination other than in accordance with Clause 8.4.
The following extra provisions will be applicable in cases when the supplier is required to perform any work.
8.7 Subject to Clause 8.10, the Customer may, without affecting any other remedies, deduct from the Price or, if the Customer has already paid the Price, demand liquidated damages from the Supplier in the amount of one percent (1%) of the Price for each week of delay, up to a maximum of ten percent (10%) of the Price or other liquidated damages specified in the Contract, if the Works are not completed by the Completion Date.
8.8 The Customer may cancel the Contract in accordance with Clause 8.1 if the Works are not executed within ten (10) weeks of the Completion Date, subject to Clause 8.10.
8.9 After termination, the Customer may assume ownership of the Works or arrange for the Works to be completed in a different way than by the Supplier, who will no longer be able to perform the Works. In that case, the Customer will no longer be required to fulfil any more payments under the Contract until the Works are finished. After the construction of the
Works, the Supplier will pay the Customer a sum determined by subtracting (a) from (b) + (c):
The price is (a);
(b) includes any loss, damage, or other costs incurred by the customer as well as the certified cost to the customer of having the remaining works performed; and
(c) is the sum of all amounts owed under Clause 5 plus any amounts already paid to the Supplier.
8.10 If the Customer defaults and the Works are not finished by the Completion Date, the parties will, in good faith, agree on a new completion date that gives the Supplier a reasonable amount of time to finish the Works, taking into account all relevant factors.
9.0 The law that governs
9.1 Subject to Clauses 9.2 and 9.3, the English courts will have exclusive jurisdiction over any disputes or disagreements arising out of or related to the Contract. The Contract shall be interpreted and regulated in all respects in accordance with the laws of England and Wales.
9.2 In the event that a disagreement or disagreement emerges from or is related to the Contract, both parties will make every effort to have the senior authorised representatives of the Supplier and the Customer discuss the matter first.
9.3 A director of each party must meet and make a sincere effort to reach a settlement if, within two (2) weeks of the start of talks under clause 9.2, no disagreement or dispute arising out of or related to the Contract has been settled to the satisfaction of both the Supplier and the Customer.
9.4 While the parties must make every effort to settle disagreements in line with Clauses 9.2 and 9.3, the start of any mediation and/or the parties may start or continue judicial proceedings related to the dispute despite the dispute settlement procedure.
10.0 Force majeure
10.1 If the delay or failure to perform any of the obligations pertaining to the Goods, the Services, and/or the Works resulted from circumstances beyond either party’s reasonable control and that could not have been avoided by the exercise of reasonable care (excluding strikes, lock-outs, and labour disputes), neither the Supplier nor the Customer shall be liable to the other or be deemed to be in breach of the Contract.
10.2 Either party may terminate the Contract by giving the other party fourteen (14) days’ notice of termination if, for a period of more than thirty (30) days, circumstances beyond its reasonable control that were not caused by its insistence fail to enable, delay, or prevent it from performing its obligations under the Contract. Under such circumstances, the Customer will pay the Supplier back the amount of the price that is fair and reasonable given the quantity of goods, services, and/or completed work as of the termination date.
11.0 Flaws
The extra provisions listed below will be applicable in cases where the supplier is required to supply goods or perform any work.
11.1 Any flaws or shortcomings that
(a) show up (i) within eighteen (18) months of the later of the delivery date and the actual delivery date in the case of goods; or (ii) within twelve (12) months of the later of the taking-over date and the completion date in the case of works; or (iii) within any other time frame that the parties may agree upon (the "Defects Liability Period").
(b) result from (i) a violation of section 3.10 in the case of goods, or (ii) a violation of clause 3.30 in the case of works; shall be fully made good by the Supplier at its own expense as soon as written notice of any such defects or deficiencies is received, and at a time that is convenient for the Customer (acting reasonably), so long as the Supplier receives the notification within the Defects Liability Period (for Paragraph (a)) or within fourteen (14) days of its expiration, and within the time frame specified in the contract for Paragraph (b).
11.2 The Customer may hire third parties to complete the required work if the Supplier is unable to correct any flaws or inadequacies as soon as previously stated, and the Supplier hereby agrees to fully reimburse the Customer for the associated costs.
11.3 Should the Customer exercise its right to correct any flaws or shortcomings in line with Clause 11.2 above, the work will be considered completed by the Supplier, and the Supplier's liability with regard to the Goods and/or Works will remain unaffected.
12.0 Notifications
Any written notice that either party is required or allowed to give to the other under the terms of the contract must be sent to the other party at its principal place of business, registered office, or any other address that may at the relevant time have been notified to the party providing the notice in accordance with this provision. Notifications sent by personal delivery or facsimile will be considered received on the day of service (if it is during business hours) and the following working day (if it is outside of business hours). On the second day following posting, notices sent by first-class mail will be considered received. The parties acknowledge that email is a legitimate method of notice transmission and that any notice sent by email will be deemed valid under Clause 12.0.
13.0 Subcontracting and Assignment
13.1 Without the Customer’s prior written consent, the Supplier may not assign, transfer, or purport to assign or transfer any of its rights under the Contract to any other individual.
13.2 Without the Customer’s prior written consent, the Supplier may not subcontract all or any portion of its responsibilities under the Contract, and only to approved suppliers. by the client. Insofar as the Customer agrees, the Supplier will continue to be solely liable for all actions and inactions of the suppliers and will make sure that the insurance coverage mandated by the Contract covers the suppliers in the same way that it covers the Supplier, or that comparable insurance coverage is maintained for the suppliers.
14.0 Rights to Intellectual Property
14.1 Subject to Clause 6.7, any drawings, documents and information, including, but not limited to, all reports, statements, summaries, certificates, calculations and any other information, including any such information which is generated by or stored on computer, which have been or shall be prepared or provided by or on behalf of the Supplier relating to this Contract (“the “Documents”) shall, as the case may be, vest in or remain vested in the Supplier but notwithstanding the completion or abandonment of the works at the Site or termination or alleged termination of this Contract, the Supplier hereby grants an irrevocable, royalty-free, non-exclusive, transferable licence to the Customer to use, reproduce and/or modify the Documents for any purpose whatsoever including, without limitation, the execution, completion, maintenance and reinstatement of the Works, Goods and/or Services and to the extent that the Supplier procures Documents from others, it shall, unless previously agreed otherwise,
ensure that a similar licence to use and reproduce such Documents is also granted to the Customer.
14.2 By this agreement, the Supplier licenses the Customer to use, reproduce, decompile, and/or modify any software, code, source code, BMS, DCS, SCADA, or other operating or control system used by, in connection with, or otherwise to control, monitor, or otherwise operate any Works, Goods, or Services supplied by the Supplier under this Contract. The license is irrevocable, royalty-free, non-exclusive, and transferable.
14.3 The supplier guarantees that it hasn’t violated the intellectual property rights of any third parties.
15.0 Private Information
15.1 Neither party may use or disclose to any person, without the other’s prior written consent, any information that has come into its possession or may come into its possession during the term of the Contract relating to the other party, the Contract, or otherwise, nor shall it disclose to any person whatsoever anything contained in
inside the agreement. This restriction will remain in effect, with the exception of:
15.1.1 such material legitimately enters the public domain without that party’s fault;
15.1.2 Such a party is legally obligated to divulge the relevant information;
15.1.3 Such a party notifies its bankers or other experts in the fields of finance, economics, law, or other
15.1.4 In accordance with this Contract, the Customer divulges information required for the work they are performing.
15.2 The responsibilities outlined in this clause will remain in effect even if the contract is terminated.
16.0 Rights of Third Parties
According to the Contracts (Rights of Third Parties) Act 1999, no provision of the agreement may be enforced by any entity or individual that is not a party to it.
17.0 Discrimination
No legislation or rule pertaining to discrimination in employment, whether it be based on race, gender, religion, handicap, age, sexual orientation, or any other factor, may be wrongfully applied by the Supplier. The supplier will take all reasonable measures to ensure that all of its servants, employees, or agents, as well as all suppliers and subcontractors involved in the contract’s execution, abide by this clause.
18.0 Employment of Foreign and Domestic Personnel
When performing work and/or services for the customer, the supplier agrees to refrain from hiring or using labour that violates the Modern Slavery Act of 2015 and Section 8 of the Asylum and Immigration Act of 1996. The supplier also agrees to indemnify the customer for any claims, disputes, consequences, or liability resulting from the use of such labour. The vendor will promptly. If any instances of modern slavery are found in its direct and/or indirect employment, or in other sectors of its supply chain, it will notify the customer.
19.0 The 2006 Regulations for the Transfer of Undertakings (Protection of Employment) (“TUPE”)
19.1 In cases where TUPE is applicable, the Supplier will assist in transferring the provision of the Services (or the Services the Customer specifies) to a new contractor or to the Customer in order to prevent or minimise any interruption in the Services’ continuity. The Supplier will also adhere to any arrangements the Customer notifies the Supplier of for this purpose. The customer expects the supplier to actively participate in the consultation process during co-operation, which should last at least four (4) weeks after all transferring personnel are first notified.
19.2 In cases where TUPE is applicable, the Supplier shall promptly provide in writing to the Customer and any other designated contractor who may be bidding for the Services, upon request from time to time (whether prior to or following the expiration or termination of any Contract), the TUPE information pertaining to the Supplier’s employees and copies of all employment contracts for those employees. For all reasons (including but not limited to the Data Protection Act of 2018), the Supplier guarantees the Customer that it possesses all the consents and registrations that may be needed for these purposes under the Data Protection Act of 2018.
19.3 In the event that TUPE is applicable, the Supplier shall not, during the final six months of the Contract Period or after a notice of termination has been given, alter the terms of employment of its employees, hire new staff, redeploy, replace, or fire any employee engaged in the provision of the Services without the Customer’s written consent, with the exception of terminations resulting from disciplinary action or employee resignation.
19.4 In cases where TUPE is applicable, the Supplier will pay the Customer’s indemnity for any and all liabilities that the Customer may incur regarding any transferred employee due to or as a result of any act or omission on the Supplier’s part before the date of the transfer, including but not limited to paying all emoluments, taxes, and national insurance contributions, any employee’s assertion and/or any errors in the supplier’s information.
20.0 Corporate Responsibility and Sustainable Commitment
As stated in its Supplier Charter, the Customer’s sustainability standards must be adhered to by the Supplier.
At the customer’s request, the supplier will provide a report outlining the steps it has taken to support sustainable development, specifically with regard to:
decreases in waste entering the soil, water, and air; decreases in energy use (gas, electricity, and water);
decreases in the amount of waste generated at various production phases
The Supplier pledges to abide by all current laws and rules, including but not limited to those pertaining to the employment of children, forced labour, and clandestine workers, as well as those pertaining to environmental protection, health and safety, and illegal discrimination.
Any documentation (pertaining to the aforementioned) that the customer reasonably requests will be provided by the supplier.
21.0 Corruption and Bribery Prevention
21.1 The Supplier has and will do the following in order to fulfil the conditions of this contract:
a) Strictly adhere to the relevant laws that forbid influence peddling, money laundering, and bribery of public officials and private individuals, which may specifically result in a debarment from public contracts. These laws include but are not limited to:
The Bribery Act of 2010,
The December 17, 1997, OECD Convention on the Prevention of Bribery of Foreign Public Officials in International Business Transactions,
b) commit to establishing and carrying out all appropriate and required policies and procedures to eliminate corruption;
c) refrain from engaging in any behaviour that would be illegal under sections 1, 2, or 6 of the Bribery Act of 2010 if such behaviour
Such behaviour had occurred in the United Kingdom;
d) adhere to the Customer’s anti-corruption, anti-bribery, and ethical rules, as the Customer may occasionally alter them;
e) establish and uphold its own policies and processes, including but not limited to sufficient procedures under the Bribery Act 2010, to guarantee adherence to the Relevant Requirements and to enforce, as necessary, for the duration of this Contract; and
f) promptly notify the customer of any demand or request for an excessive financial or other benefit that the supplier receives in connection with the fulfilment of this contract, as well as any other violation of this article.
21.2 The Supplier declares that to its knowledge, its legal representatives, directors, employees, agents, and anyone performing services for or on behalf of the Customer pursuant to this Contract do not and will not directly or indirectly offer, give, agree to give, authorize, solicit, or accept the giving of money or anything else of value or grant any advantage or gift to any person, company or undertaking whatsoever including any government official or employee, political party official, candidate for political office, person holding a legislative, administrative or judicial position of any kind for or on behalf of any country, public agency or state owned company, official of a public international organisation, for the purpose of corruptly influencing such person in their official capacity, or for the purpose of rewarding or inducing the improper performance of a relevant function or activity by any person in order to obtain or retain any business for the Customer or to gain any advantage in the conduct of business for the Customer.
21.3 The Supplier further commits to making sure that none of its directors, employees, agents, subcontractors, legal representatives, or anyone else providing services for or on behalf of the Customer under this Contract has been or is listed by any government agency as being prohibited from participating in government procurement programs and/or bidding in response to invitations to bid issued by the World Bank or any other international development bank.
21.4 The Supplier has kept, and agrees to keep, accurate supporting documentation demonstrating its adherence to the conditions of this section for a suitable amount of time after this Contract is terminated.
21.5 If the supplier is informed by the customer that it has good reason to suspect that the
The supplier has violated any of the following terms:
(a) Without incurring any liability or duty to the Supplier, the Customer may, for as long as it deems necessary to look into the relevant conduct, suspend performance of this Contract without giving notice;
(b) under such conditions, the Supplier must take all reasonable precautions to guard against the destruction or loss of any documentation pertaining to the pertinent behaviour, of which it has been informed;
(c) The Customer may immediately, without prior notice and without incurring any liability, terminate this Contract upon notification;
(d) To the greatest extent allowed by law, the Supplier agrees to compensate the Customer for any losses, damages, or costs incurred or suffered by the Customer as a result of such a violation.
21.6 In connection with this contract, the supplier must make sure that any individual connected to the supplier who has performed or is performing services, completed or is currently performing works, or supplied or is providing goods does so only in accordance with a written agreement that imposes and secures from any such individual terms equal to those imposed on the supplier in this clause 21 (“Relevant Terms”). If such a person violates any of the Relevant Terms, the Supplier is and will be directly liable to the Customer. The Supplier is also responsible for ensuring that such individuals observe and perform the Relevant Terms.
21.7 If the Supplier violates this provision, it will be considered a major breach of this agreement.
Section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act, and section 8 of that Act shall be followed for the purposes of this clause in order to define adequate procedures, foreign public officials, and whether a person is associated with another person. Any subcontractor of the Supplier is considered a person linked with the Supplier for the purposes of this clause 21.
Encouraging Tax Evasion
21A.1 The Supplier has and will do the following in order to fulfil the conditions of this Contract:
(a) closely adhere to all applicable tax evasion rules, such as Chapter 3 of the Criminal Finances Act 2017’s Corporate Criminal Offence of the Facilitation of Tax Evasion (or “CCO”);
(b) abide by the customer’s CCO policy, which the customer may occasionally change;
(c) establish and uphold its own policies and procedures pertaining to “CCO” throughout the duration of this contract.
21A.2 The Supplier has kept, and agrees to keep, accurate supporting documentation of its adherence to the conditions of this section for a suitable amount of time after this Contract is terminated.
21A.3 In the event that the Supplier is notified by the Customer that it has good reason to suspect that the Supplier has violated any of the terms of this clause:
(a) Without incurring any liability or duty to the Supplier, the Customer may, for as long as it deems necessary to look into the relevant conduct, suspend performance of this Contract without giving notice;
(b) under such conditions, the Supplier must take all reasonable precautions to guard against the destruction or loss of any documentation pertaining to the pertinent behaviour, of which it has been informed;
(c) The Customer may immediately, without prior notice and without incurring any liability, terminate this Contract upon notification;
(d) To the greatest extent allowed by law, the Supplier agrees to compensate the Customer for any losses, damages, or costs incurred or suffered by the Customer as a result of such a violation.
21A.4 The Supplier's violation of this provision will be considered a serious breach of this agreement.
22.0 Security of Data
22.1 Unless the context dictates otherwise, the following terms shall have the meanings hereby ascribed to them for the purposes of this section 22.0:
The definition of applicable law is provided in clause 22.4(a). The General Data Protection Regulation ((EU) 2016/679 (“GDPR”), any national implementing laws (such as the Data Protection Act 2018), regulations, and secondary legislation, as amended or updated from time to time, in the UK, and (ii) any successor legislation to the GDPR or the Data Protection Act 2018 are all considered data protection legislation, unless and until they are no longer directly applicable in the UK.
The terms “Data Controller,” “Data Processor,” “Data Subject,” and “Personal Data” are defined under the Data Protection Law.
22.2 Both parties will abide by all relevant Data Protection Legislation obligations. A party’s duties under the Data Protection Legislation are not relieved, eliminated, or replaced by this section 22.0, which is an addition to them.
22.3 The Supplier may process Personal Data on behalf of the Customer in order to fulfil its responsibilities under the Contract. The parties agree that the Supplier is the Data Processor and the Customer is the Data Controller for the purposes of the Data Protection Legislation.
22.4 Notwithstanding the generality of section 22.2, the Supplier shall, with regard to any Personal Data processed in connection with the Supplier’s fulfilment of its contractual obligations:
(a) only process that personal data upon written request from the customer, unless the supplier is mandated to do so by UK or EU legislation, or by applicable EU law for the supplier. In cases where the supplier bases their processing of personal data on applicable law, they must promptly inform the customer of this before carrying out the processing mandated by the applicable law, unless the applicable law forbids them from doing so;
(b) guarantee that the necessary organisational and technical safeguards are in place to guard against unauthorised or illegal processing of personal data as well as against unintentional loss, deletion, or damage to personal data. These safeguards must be examined and approved by the customer upon request. In order to ensure confidentiality, integrity, availability, and resilience of its systems and services, ensure that availability and access to Personal Data can be restored promptly following an incident, and regularly assess and evaluate the effectiveness of the technical and organisational measures adopted by it, the technical and organisational measures must be appropriate to: (i) the harm that might result from unauthorised or unlawful processing or accidental loss, destruction, or damage; and (ii) the nature of the data to be protected, taking into account the state of technological development and the cost of implementing any measures (which may include, where appropriate, pseudonymising and encrypting Personal Data);
(c) guarantee that all employees who have access to and/or handle personal data only do so in compliance with clause 22.4(a), have received sufficient training on how to handle, protect, and utilise personal data, and are required to maintain the confidentiality of the data;
(d) Unless the customer’s prior written consent has been acquired and the following requirements are met, no personal data may be transferred outside of the European Economic Area or outside of the UK in the event that the UK leaves the EU:
(i) the supplier or the customer has offered suitable protections concerning the transfer;
(ii) the data subject has legal remedies that are effective and enforceable;
(iii) the Supplier fulfils its duties under the Data Protection Legislation by ensuring that any transferred personal data is adequately protected; and
(iv) the Supplier complies with reasonable instructions regarding the processing of the Personal Data that the Customer has informed it of beforehand;
(e) support the Customer in answering any enquiries from Data Subjects and in making sure that the Customer complies with the Data Protection Legislation’s requirements on security, breach notifications, impact analyses, and interactions with regulators or supervisory agencies;
(f) notify the customer of a breach involving personal data as soon as possible, and at least 24 hours in advance; and give the customer more information about the breach as it becomes available;
(g) upon contract termination, delete or return personal data and copies thereof to the customer upon writing request, unless applicable law requires the personal data to be stored; and
(h) preserve thorough and accurate documentation and data to prove adherence to clause 22.0 and permit audits by the client or the client’s assigned auditor.
22.5 If the Supplier believes that any of the Customer’s instructions violate the Data Protection Legislation, it must notify the Customer right away.
22.6 The Supplier must do the following before permitting any third-party processor to process any Personal Data under the Contract:
(a) provide written notice to the customer regarding the third-party processor and processing;
(b) secure the customer’s written approval for the third-party processor’s appointment;
(c) sign a written contract with the third-party processor that contains provisions that are essentially the same as those in article 22.0; and
(d) Give the customer whatever information they could reasonably need about the third-party processor.
The Supplier will continue to be solely responsible for the actions or inactions of any third-party processor it appoints, as between the Customer and the Supplier.
22.7 In the event that the Supplier violates this clause 22.0, the Supplier will reimburse the Customer for all losses, claims, damages, liabilities, costs, and expenses (including legal fees) that the Customer may suffer.
23.0 The Whole Contract
The Contract replaces any prior agreements between the parties regarding the transactions it contemplates and, subject to section 2.3, comprises the entirety of the parties’ agreement regarding such transactions.
24.0 IR35
24.1 The parties acknowledge that the Supplier has a fully contracted-out arrangement with the Customer for the provision of services.
24.2 For the purposes of Chapter 10, Part 2 of ITEPA, the Supplier guarantees that no portion of the Services will be provided in a manner that would require any Personnel to execute the Services for the Customer directly or be subject to an obligation to do so.
24.3 For the purposes of Chapter 10, Part 2 of ITEPA, the Supplier must provide a status determination statement to any employee to whom clause 61M ITEPA applies. The Supplier must also deduct employment taxes and report to HM Revenue & Customs the amounts mandated by law. If a member of the staff provides the services through an intermediary, the supplier will demand that the intermediary fulfil its legal obligations to make the necessary payments or deductions.
24.4 Should the Customer be obligated to withhold and account for any employment taxes as a result of the Supplier’s act, omission, or default, the Supplier will take, or arrange for the taking of, all necessary steps to guarantee that the Customer is released from such obligations as soon as is reasonably possible.
24.5 In addition to and without limiting its other rights or remedies, the Customer shall have the right to recover from the Supplier, to the maximum extent allowed by law, any amounts (including penalties and interest) that the Customer is required to pay under IR35 by deducting them from the amount of any fees or charges payable by the Customer to the Supplier (and whether by set-off or otherwise). This is especially true if the Customer is or becomes responsible for withholding and accounting for any Employment Taxes in connection with the provision of the Services.
24.6 In the event that the Customer suffers or incurs any losses, fines, penalties, awards, liabilities, costs, damages, and expenses (including reasonable legal expenses on an indemnity basis) related to any breach of any warranty or other obligation contained in this clause 24 of this Contract, the Supplier shall indemnify the Customer and keep the Customer indemnified in full to the extent permitted by law against the amount of any losses, fines, penalties, awards, liabilities, and expenses (including any liability to account for deductions or payments for any services rendered by or payments made to personnel, including employment taxes, related interest and/or penalties, or employer national insurance contributions (along with any reasonable legal costs incurred in connection with such liability). If the customer receives a written demand from HM Revenue & Customs regarding a certain amount, it will be considered to be obligated to pay or account for that amount.
24.7 In cases where the Supplier’s services and/or works fall under the purview of CIS, the Contractor undertakes to confirm the Subcontractor’s CIS status, withhold tax at the appropriate rate based on their verification status, and report to HM Revenue & Customs the amounts specified in the Finance Act 2004.
25.0 Reverse Charge at Home
25.1 The Subcontractor consents to refrain from charging the Contractor VAT in cases where the Domestic Reverse Charge is applicable.
25.2 Before the work is completed, the Subcontractor must enquire of the Contractor if they are an end user.
25.3 The Contractor will notify the Subcontractor if they will be considered an end user for the purposes of the Domestic Reverse Charge.
25.4 According to HMRC guidance (https://www.gov.uk/guidance/vat-reverse-charge-technical-guide#invoices), if the Subcontractor concludes that the Contractor is an end user and that the Domestic Reverse Charge applies, the Subcontractor must note on the invoice that the Domestic Reverse Charge applies and that the Contractor must account for the VAT.
