TERMS OF SUB-CONTRACT 2026

Manor Interior Solutions Limited

THE SUB-CONTRACT

The sub-contractor identified in the appended Purchase Order (“the Sub-Contractor”) agrees to carry out the sub-contract works identified in the appended Purchase Order (“the Sub-Contract Works”) for Manor Interior Solutions Limited (“the Contractor”) (the Sub-Contractor and the Contractor together “the Parties”) for the sum identified in the appended Purchase Order (“the Sub-Contract Sum”) or such other sum as may become payable under these Terms of Sub-Contract.

The Sub-Contract is comprised of the following documents (together “the Sub-Contract Documents”):

• These Terms of Sub-Contract 2026
• The Purchase Order
• The Contractor’s invitation to tender (if any)
• Schedule 1 – Building Safety, Fire Safety and Compliance Information (if applicable)
• Schedule 2 – Modern Slavery, Right to Work and Data Protection
• Such other documents (if any) as are referred to in the Contractor’s Purchase Order or the Contractor’s invitation to tender

The Sub-Contract Documents set out the entire agreement and supersede all previous agreements or representations. Any terms contained in the Sub-Contractor’s quotation or standard terms are expressly excluded.

The Sub-Contract Sum is deemed inclusive of all work reasonably required for the Sub-Contract Works whether or not anticipated, including:

• Accessories and make-ups of systems
• Daily clearing to the nearest waste point
• Loading out to ground floor and upper floors as rated
• Attendance at induction
• All tools required

Documents are to be read together. Any inconsistency shall be resolved at the Contractor’s discretion without additional time or cost.

The Sub-Contractor shall not cause the Contractor to breach the Main Contract and shall indemnify the Contractor for losses caused by the Sub-Contractor.

The Sub-Contract sets out all rights and remedies. No other rights apply.

The Sub-Contractor shall comply with all applicable statutes and regulations at its own cost, save for unforeseeable changes in law.

A competent supervisor approved by the Contractor shall be present on Site at all times.

References to days mean calendar days.

COMMUNICATIONS

All notices and communications shall be in writing.

Post to Contractor:
Manor Interior Solutions Limited
Unit C3 Welland Business Park
Valley Way
Market Harborough
Leicestershire
LE16 7PS

Email is permitted provided it is sent to at least two recipients, one of which must be the Contractor’s contracts management or head office email address. Personal email addresses are not acceptable.

INSTRUCTIONS

The Contractor may issue instructions orally or in writing. Oral instructions must be confirmed in writing by the Sub-Contractor within 3 days.

Instructions take effect immediately.

Only authorised persons may issue instructions. Unauthorised instructions have no effect unless confirmed.

Failure to comply allows the Contractor to employ others at the Sub-Contractor’s cost.

VARIATIONS

Variations include additions, omissions or changes to the Works.

The Contractor may omit work and reallocate it without liability.

Valuation shall follow existing rates, fair allowances, or fair rates.

Dayworks require prior written approval and submission of daywork sheets. Signed sheets do not constitute acceptance.

Acceleration may be instructed and valued as a variation unless the Sub-Contractor was already in delay.

THE SUB-CONTRACT PERIOD

Works shall be completed within the Sub-Contract Period.

If delayed by matters outside the Sub-Contractor’s control, an extension may be granted subject to strict notice, evidence and mitigation requirements.

Works shall not be deemed substantially complete until all as-built drawings, manuals, certification and Compliance Information have been provided and accepted.

DIRECT LOSS AND EXPENSE

Claims for loss and expense may be made only where caused by the Contractor and subject to strict notice, mitigation and evidential requirements.

All other claims are waived.

PAYMENT

The payment provisions set out in this clause represent the Contractor’s standard terms of payment, and where the Purchase Order, any Schedule of Payment Dates, or any other document forming part of the Sub-Contract Documents expressly provides for payment terms which differ from those set out herein, the project-specific payment terms shall prevail.

Payment is conditional upon provision of:

• Warranties
• Collateral warranties
• Guarantees
• Bonds
• Licences and consents
• Insurance evidence
• VAT invoice
• UTR number

Applications are monthly unless otherwise stated.

Due date: end of month
Final date for payment: 35 days after due date

Payment notices and pay-less notices shall be issued in accordance with statute.

Retention: 5% unless stated otherwise
Discount: 2.5% unless stated otherwise

Retention release:

• 50% at substantial completion
• 50% at 18 months after substantial completion

Interest on late payment: 3% per annum.

ACCESS AND SITE CONDITIONS

Access is non-exclusive.

The Sub-Contractor is deemed to have satisfied itself as to all site conditions and risks and shall have no claim in respect thereof.

DEFECTS

Defects shall be made good up to 366 days after substantial completion.

Failure allows the Contractor to employ others at the Sub-Contractor’s cost.

SUSPENSION

The Sub-Contractor may suspend for non-payment after 14 days’ written notice.

Suspension rights cease upon payment.

TERMINATION

The Contractor may terminate for insolvency, default, safety breaches or failure to proceed.

Termination payments are subject to set-off and recovery of losses.

The Contractor may terminate for convenience at any time.

DISPUTE RESOLUTION

Disputes may be referred to adjudication under the Scheme for Construction Contracts.

Disputes shall otherwise be referred to arbitration under JCT 2016 rules.

WARRANTIES, INSURANCE AND THIRD-PARTY RIGHTS

Collateral warranties and insurance are conditions precedent to payment.

Failure allows the Contractor to procure insurance and recover costs.

DESIGN

Design documents shall be provided as required.

The Contractor is granted a royalty-free licence to use all design material.

MISCELLANEOUS

Title to materials passes upon delivery or payment application.

Lien rights apply.

All documentation required for completion shall be supplied.

Limitation

Where the Sub-Contract is executed as a deed, the limitation period shall be twelve years from substantial completion. Otherwise, six years from accrual.

Confidentiality, non-solicitation and IP clauses apply as previously drafted.

The Sub-Contract is governed by English law and subject to English courts.

SCHEDULE 1

BUILDING SAFETY, FIRE SAFETY AND COMPLIANCE INFORMATION

The Sub-Contractor shall comply with:

• Building Safety Act 2022
• Fire Safety Act 2021
• Regulatory Reform (Fire Safety) Order 2005

The Sub-Contractor shall cooperate with all duty holders and provide Golden Thread Information, including:

• Product certification and test evidence
• Installation records and photographs
• Traceability and batch records
• Inspection and test records
• As-built drawings and O&M information

No substitution or deviation without written approval.

Works shall not be deemed complete until Compliance Information is provided.

Safety critical issues must be reported immediately.

SCHEDULE 2

MODERN SLAVERY, RIGHT TO WORK AND DATA PROTECTION

The Sub-Contractor shall:

• Comply with the Modern Slavery Act 2015
• Ensure all operatives have the right to work in the UK
• Provide evidence on request
• Comply with UK GDPR and Data Protection Act 2018

Manor Interior Solutions