OEC Standard Sub/Contract Agreement
Terms and Conditions of Engagement
1. Definitions –
In these conditions the following definitions will apply:
ii) ‘OEC’ means Omnia Environmental Consulting (south) Limited
iii) ‘the Subcontractor’ means the company or persons employed by OEC to carry out ‘the works’
iv) ‘the works’ means the subcontract works as described in the purchase order and accompanying written instructions, specifications, method statements, supplementary instructions issued during the works and the Health, Safety and Environmental Plans.
v) ‘the subcontract’ means these terms and conditions (unless superseded by any other contract agreed), the purchase order and any supporting technical, health, safety and environmental documentation issued by OEC that sets out ‘the works’.
vi) ‘the subcontractor’s equipment’ means all equipment, of whatsoever nature, required by the subcontractor to fulfil his obligations under the subcontract.
2. Purchase Order (PO) – A signed acceptance of the purchase order is to be returned to the OEC project manager prior to the works commencing. Please note that no payment can be made without this in place.
3. Payment Terms – Payment terms are 60 days End of Month unless agreed in writing otherwise. Invoices must be received by the OEC accounts department by the 7th of the next month. Invoices received after this date will fall in to the next period. Payment will only be commenced and processed upon receipt of a signed agreement as per clause 2.
4. Invoices – All invoices must be addressed to the correct OEC address as set out on the PO and must include the Purchase Order Number along with the Project Number/Code in addition to all standard invoice information. Invoices received without this information cannot be processed and will be returned which may result in delay of payment.
5. Variation – Invoice values that exceed the PO value cannot be processed unless accompanied by the relevant variation order or correct variation order reference that covers the uplift in cost.
6. Rates – Rates applicable to the contract will be those as detailed in the purchase order. These will be deemed to apply for the duration of the works. Any additional rates not specified in the purchase order will be subject to agreement by OEC. Similarly, no variation in supplied rates will be accepted without prior agreement by OEC. Such agreement shall be requested by the subcontractor prior to the relevant or applicable works commencing. Any amendment, addition or variation shall be submitted to OEC in writing. Acceptance or otherwise of such will be confirmed to the subcontractor in writing within 24 hours of receipt of notification. In the absence of such by either party, no variation, amendment or addition will apply. Where rates have been supplied in writing by the subcontractor and are agreed by OEC these may be referenced within the purchase order.
7. Specifications – the specification for the works will be as stated in the purchase order. Where no specification is indicated the works shall be carried out in accordance with the OEC work instructions or method statements and the relevant British Standards (including BS5930 & BS10175) or recognized industry guidance (including SISG Guidelines for the Safe Investigation by Drilling of Landfills and Contaminated Land & CIRIA Environmental Good Practice on site) and specifications (Thomas Telford GI). The subcontractor shall be responsible for any costs or consequential losses incurred by OEC, the Client or any relevant third party as a result of the subcontractor’s failure to comply with these requirements.
8. Specific Main Contract Clauses – the Subcontractor shall be deemed to be aware of those obligations and liabilities of OEC under the main contract details of which are supplied with the order (“the Notified Obligations”). The Subcontractor undertakes to OEC to execute and complete the works and fulfil its obligations under the subcontract in such manner and at such times so that no act, default, error or omission by him shall cause or contribute to any breach by OEC of the Notified Obligations. Save to the extent that the Subcontractor commits the same as a result of a specific instruction by OEC to proceed, the Subcontractor shall indemnify OEC against any costs, loss or expenses incurred by OEC as a result of a breach by the Subcontractor of this clause.
9. Health and Safety – OEC operates a Health and Safety system. All works will be carried out in accordance with the OEC risk assessments & method statements (unless supplied by the subcontractor and approved by OEC), emergency procedures and site specific health, safety and environmental plan. The subcontractor will be deemed responsible for any costs or consequential losses incurred by OEC, the Client or any relevant third party as a result of their failure to comply with these requirements.
10.Accident Reporting – All accidents or dangerous occurrences must be reported immediately to the site engineer (or, if they are unavailable, to the relevant OEC office) so that the details can be recorded and any necessary remedial actions/investigations implemented.
11. Personal Protective Equipment – The subcontractor must provide all his operatives with the basic PPE required to safely carry out their normal working duties. As a minimum this shall include safety boots, a safety helmet, high visibility clothing, work gloves and ear defenders as required. These items shall be in good condition. Should additional PPE be necessary, due to specific site conditions, the subcontractor will be advised of the requirements via the site specific health and safety plan. Failure to comply with PPE requirements will result in the offending operatives being dismissed from site.
12. Services – No works shall be carried out on an exploratory hole until service clearances have been carried out. Any direct costs or consequential losses incurred, as a result of the subcontractor proceeding with works prior to service clearance, adjusting exploratory hole positions away from a cleared area or failing to act on prescribed precautions (e.g. service pits, headroom restrictions), will be passed on to the subcontractor. It should be noted that service clearance procedures relate only to the exploratory hole position as set out by the OEC representative and any clearance assumed is to a maximum of 1.0m bgl. Given the nature of service clearance techniques and the accuracy of utility plans, the subcontractor shall not assume that a cleared position is guaranteed to be free from services and shall carry out any additional checks which are reasonably practicable to ensure the safety of site operatives. It is advised that the all exploratory holes are progressed with caution until they have progressed beyond the likely service zone.
13. Insurances – the subcontractor shall, at all times, maintain policies in the form of Employers Liability, Public Liability and Contractors All Risk (where this is appropriate), with levels of cover sufficient to indemnify OEC against all liabilities to other persons (including the servants or agents of the Subcontractor or OEC) for bodily injury, damage to property or other loss which may arise out of, or in consequence of, the execution of the works and against all costs, charges or expenses occasioned to OEC by the claims of such persons. The subcontractor shall produce evidence of such cover within seven working days, if requested by OEC.
14. Plant – the subcontractor’s equipment shall be maintained in such a way as to ensure its safe operation for the duration of the works. Maintenance shall be in accordance with the relevant manufacturer’s or supplier’s guidelines and any relevant safety standards. If requested the subcontractor shall be able to supply maintenance records or other evidence of a regular maintenance regime. Where plant requires safety certification by an independent party (e.g. lifting or electrical equipment), this certification shall be provided by the subcontractor prior to the commencement of the works. Any costs incurred by OEC as a result of defective or inadequately maintained plant will be borne by the subcontractor. Where the subcontractor is provided with equipment by OEC for use during the works, they shall be deemed responsible for its safe use and maintenance. OEC accepts no responsibility for any costs, delays or injuries resulting from the misuse of such equipment. Where welfare facilities, offices, stores or decontamination units are provided by OEC for general use, the subcontractor will be responsible for the repair costs associated with any damage arising from misuse by the subcontractor’s operatives.
15. Materials – where the subcontractor is required to supply materials as part of the works, these shall be of a quality acceptable to OEC and as detailed in the specification. Where no specification is supplied said materials shall be of good quality and shall meet all relevant industry standards.
16. Drugs and Alcohol – OEC reserves the right to dismiss from site any member of the subcontractor’s personnel who are suspected of being under the influence of illegal drugs or alcohol. Where required, the subcontractor agrees to submit to drugs and alcohol testing should OEC, the main agreement or client require it.
17. Training – the subcontractor shall ensure that all his personnel have received all relevant technical and safety training required for the safe and effective completion of the duties required under the works. Where required the subcontractor shall be able to provide records, CVs or certification as proof of the aforementioned training. It should be noted that on sites run by the members of the UK Contractors Group a relevant CSCS operative’s card will be required for all site personnel.
18. Reinstatement – the subcontractor is responsible for maintaining a tidy working area for the duration of the works and shall carry out reinstatement as the works progress. On completion of the works the subcontractor will be deemed responsible for the removal of all plant, materials and spoil associated with their work activity, the satisfactory reinstatement of their working area and if required the route of access. Where access routes are prescribed the subcontractor must use these routes. Any costs incurred, as a result of damages caused by a failure to utilise prescribed routes, will be passed on to the subcontractor.
19. Storage and Security – the subcontractor is responsible for their own storage and security of plant and equipment, on site or otherwise. From time to time storage facilities may be provided on site by OEC. Where possible these facilities will be made available to the subcontractor. OEC accepts no liability for any costs associated with the theft or vandalism of any subcontractor’s property stored in these facilities. Where no storage facilities are available, the subcontractor is responsible for the safe storage of their own equipment.
20. Samples – the subcontractor is responsible for the safe storage of all recovered samples, until such time as these samples can be collected by an OEC representative.
21. Site Records – the subcontractor is required to issue all written records of works undertaken as detailed within the issued instructions. In the absence of a specific instruction relating to records, the subcontractor is to produce a daily report and drilling records. Daily reports will contain all relevant information in accordance with the Thomas Telford Specification for Ground Investigation. Records shall be supplied to OEC not later than noon the following day.
22. Day Works/Standing Time – day works or standing time accrued by the subcontractor must be agreed and specifically signed off by the site engineer separately to any issued records. OEC will not accept responsibility or pay for any day works accrued by the subcontractor that are deemed to be caused as a result of the subcontractors failing (plant, equipment or otherwise). It should be noted that OEC reserve the right to hold the subcontractor liable for any consequential losses incurred as a result of excessive standing time.
23. Defects – should it be noted during or following completion of the works that the any aspect of the works is defective, substandard or not in accordance with the specification, the subcontractor will be held responsible for the costs of making good such defects.
24. Confidentiality – all data, images and other information obtained by the subcontractor and his staff in connection with the works or with any project or scheme to which the works relate are confidential and shall not be divulged to any third party without the prior written permission of OEC.
25. Termination – this contract may be terminated at any time by OEC on written notice to the subcontractor. In the event of termination, the subcontractor shall be entitled to payment for all works completed satisfactorily up to the date of termination.
26. Delays – the subcontractor shall ensure that the subcontract works are progressed in accordance with the programme agreed by OEC. Where no programme is specified the works shall be progressed in a timely manner. OEC reserve the right to recover any costs or consequential losses incurred as a result of the subcontractor’s failure to execute the works in accordance with the programme or, in the absence of a programme, within a reasonable time period.
27. Cancellation – OEC will not cover any cancellation charges levied by the subcontractor with the exception of cancellation on the same day works are due to be undertaken, where a reasonable sum will be discussed for agreement not exceeding a sum equal to a reasonable single day charge (and single mobilization/single night accommodation if applicable) calculated using provided rates. Similarly, the subcontractor agrees, unless otherwise agreed in writing, to pay for a single day engineer attendance plus mobilization costs and accommodation if relevant in the event each non-attendance over the period of agreed works. Charges will be based on a minimum of £450 per day for the OEC engineer, mileage at 45 pence per mile and accommodation at cost. Late arrival 1 hour or more beyond the agreed start time by the subcontractor will result in a contra-charge calculated on a pro-rata basis on an 8 hour working day from the previously stated rate.
For and Behalf of: