Common use of Contract Sum and Payment Clause in Contracts

Contract Sum and Payment. Contract Sum The Contract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of the Contract. Interim Payment The Contractor shall be entitled to interim payments during the course of the Contract Works either on a monthly or bimonthly basis as set out in section 2.11 of the Pre-Order Meeting Minutes. In the event that the basis is not set out in section 2.11 of the Pre-Order Meeting Minutes the interim payments shall be on a monthly basis. Interim Application for Payment The Contractor shall provide a written application for interim payment ("Interim Application") to the Company complying with the requirements of this clause 11: in the case of interim payments to be made on a monthly basis by the 19th of each month or if the 19th of a particular month is not a working day then the last working day before the 19th (such date being an "Application Date"); or in the case of interim payments to be made on a bimonthly basis by the 6th and 19th of each month or if the 6th or 19th of a particular month is not a working day then the last working day before the 6th or 19th (both such dates being an "Application Date"). The Application Date for any Interim Application shall be the fixed date next following the date of receipt being 19th of each month for payments on a monthly basis and 6th and 19th for payments on a bimonthly basis or, in either case, the last previous working day. Payment Due Date Payment of any amount ascertained in accordance with the Contract under an Interim Application (if any) to the Contractor shall become due 24 days after the Application Date ("Payment Due Date"). Content of the Interim Application Subject to 11.7 the Interim Application shall state the amount the Contractor considers will become due on the Payment Due Date which shall be the amount due to the Contractor in respect of the Contract Works carried out by the Contractor up to and including the last working day of the month within which the Interim Application is made and where interim payments are to be made on a bi monthly basis then the Interim Application to be made on the 6th day of a month and the Interim Application to be made on the 19th day of a month shall be the amount the Contractor considers will be due in respect of such part of the Contract Works carried out up to the last working day prior to the 15th of such month and the last working day of such month respectively. Where the Company provides a format to the Contractor the Interim Application shall be in that format and in any event shall detail: the Site; the order number; the full name and address of the Contractor as stated in the Contract; any new address where applicable; the Contractor's VAT registration number; the value of the work carried out and/or materials and goods delivered and incorporated by the Contractor since commencement of the Contract Works or the last Interim Application as appropriate; the amount of Retention to be released (if any); and any other amounts claimed under this Contract Payment Notice Not later than 5 days after the Payment Due Date, the Company shall issue a notice stating the amount considered due to the Contractor at the Payment Due Date and the basis on which the amount is calculated. The Amount Due The basis on which the amount due is calculated on an Interim Application shall be: the total of the prices for the elements of work separately identified in the Contract Sum Analysis properly executed and fully completed; and the amount of any adjustment to the Contract Sum agreed or ascertained under the Contract to the extent that such adjustment is in respect of work already executed or damage, loss and/or expense already incurred up to and including the relevant date, as referred to in sub clause 5 of this clause, less all amounts previously paid and less the Retention provided that the Contractor shall not be entitled to: payment for materials delivered to the Site until such materials are fully incorporated into the Contract Works; or extra payment as a result of standing time overtime or time lost for reasons beyond the control of the Company including but not limited to plant breakdown shortage of materials or adverse weather conditions. Failure to Issue Payment Certificate If the Company fails to issue a notice stating the amount due to the Contractor in accordance with clause 11.6 the amount due to the Contractor shall be the amount the Contractor considers will be due as set out in the Interim Application. Final Date for Payment The final date for payment of an amount stated as due in a notice under clause 11.6 or in default of such notice in the Interim Application (in either case the "Notified Sum") shall be 14 days after the Payment Due Date. VAT The Contractor shall be deemed not to have allowed in its rates or prices for any tax payable by it as a taxable person to the Commissioners of Customs and Excise being Value Added Tax on taxable supplies. The Company and Contractor shall, respectively, comply with the law on Value Added Tax. The Contractor must notify the Company within 7 days of any change in its VAT status registration number or address. If the Contractor fails to do so the Company may deduct from any future payment due to the Contractor or claim from the Contractor the amount of any VAT paid by the Company during such time as the Contractor is unregistered for VAT or has failed to notify the Company of any change in its details. Dayworks The Contractor is to obtain written authorisation from the Company before daywork is carried out (including where forming part of the Contract). Within 7 days of undertaking authorised daywork a statement of all daywork carried out detailing labour materials hours and activities must be submitted in writing to the Site Manager for signature by him to confirm the details recorded on that statement. Application for payment for daywork is to be made in an Interim Application. The Company is not liable to make payment for daywork unless this clause 11.11 is complied with. Set Off and Cross Set Off Without prejudice to any other rights and remedies it may possess, the Company shall be entitled to deduct and withhold from amounts due to the Contractor under the Contract any sums which the Company or any Associated Company (as defined in clause 16.6) has suffered or incurred or anticipates suffering or incurring due to a breach of or failure by the Contractor to observe the provisions of the Contract or any other agreement entered into between the Contractor and the Company or any Associated Company. Notice to Pay Less If the Company intends to pay less than the Notified Sum the Company shall give notice to the Contractor ("Pay Less Notice") stating the amount the Company considers to be due at the date of the Pay Less Notice and the basis on which that amount is calculated. A Pay Less notice shall be given not less than 1 day before the final date for payment of a Notified Sum in respect of which the Company intends to pay less. Effect of Certificates The failure to issue a Pay Less Notice where a right to withhold would otherwise exist shall not be construed as a waiver of the right to withhold any sum at any time. The Company may on any subsequent Interim Application or any subsequent payment notice issued pursuant to sub clause 11.6 or, in any subsequent Pay Less Notice, delete, correct or modify any previous Notified Sum certified to be due. Approvals No admission approval consent comment acceptance advice expression of satisfaction acknowledgement confirmation payment or the like made or given by or on behalf of the Company in relation to any work materials or goods operates to exclude or limit the Contractor's responsibility or liability for any breach of its obligations under the Contract. Payment Condition Precedent Notwithstanding any other term of the Contract, it shall be a condition precedent to the Contractor's entitlement to payment that the Contractor shall have: executed the Agreement and returned it duly completed to the Company; provided to the Company: the Guarantee Bond in accordance with clause 1.14; the Parent Company Guarantee in accordance with clause 1.13; the Collateral Warranties in accordance with clause 1.12; evidence that the insurances required to be taken out and maintained by the Contractor in accordance with clause 6.4 have been taken out; where required by the Contract to do so; complied with the requirements of clause 17 properly executed and fully completed all elements of the work for each part of the Contract Works to which the application for payment relates; complied with the requirements of clause 11.5; and for any element of work undertaken, submitted an application for payment to the Company not later than 6 months after the day on which the element of work is undertaken. Payment of any monies to the Contractor prior to compliance with any or all of these conditions precedent shall not in any circumstances constitute a waiver of the Company's right to withhold further payment until the condition precedent has been satisfied. Retention The Company shall be entitled to retain from the first and each subsequent interim payment to the Contractor 5% of the amount that would be otherwise due under the Contract in any interim payment under clause 11 ("Retention"). The first half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: the earlier of:- the date of completion of the last dwelling within the Contract Works; or where the Contract Works are suspended before completion of the last dwelling the date 3 months from the date of suspension of the Contract Works: or the date of completion of all outstanding items of work listed in accordance with clause 12.1. The second half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: 2 years from the date of release of the first half of the Retention as determined under 11.18; or upon completion of all outstanding defects. Final Account Within 2 months from the date of Practical Completion of the Contract Works the Contractor shall submit to the Company a final account showing the sum the Contractor considers due at the due date and the basis on which the sum is calculated including the amount of the Contract Sum and all additions or omissions which are to be made to that amount under the Contract together with details of all payments made by the Company ("Final Account"). The Final Account shall be accompanied by all documents necessary to detail the additions or omissions made or as the Company may reasonably require for the purpose of adjusting the Contract Sum. If the Contractor fails to submit a Final Account within 2 months from the date of Practical Completion of the Contract Works in accordance with clause 11.20, the Company may prepare and submit to the Contractor a final account at any time thereafter. The due date for payment of any sums stated as due in the Final Account or the Company’s final account whether from the Company to the Contractor or the Contractor to the Company is 2 months from receipt by the Company of the Contractor's Final Account and of all accompanying documentation and information reasonably required the Company or if no Final Account is submitted by the Contractor the date of submission of a final account by the Company. Not later than 5 days after the due date the Company shall issue a Statement of Final Account specifying the sum the Company considers due to the Contractor or as the case may be the sum the Company considers due by the Contractor to the Company at the due date and the basis on which that sum is calculated (“the Notified Sum”). If the Company fails to issue a Statement of Final Account as required by clause 11.23 the Final Account shall be the Statement of Final Account and shall be treated as issued on the date 2 months after receipt by the Company of the Final Account and the sum stated by the Contractor as considered due therein shall be the Notified Sum. If the Statement of Final Account shows a balance payable by the Company to the Contractor the final date for payment of the Notified Sum subject to clause 11.13 is and the Company shall pay the amount shown to the Contractor within 21 days after the later of the expiry of the Defects Liability Period (as defined in clause 12.2) or the date all defects in the Contract Works (if any) are remedied to the satisfaction of the Company. If the Statement of Final Account shows a balance payable by the Contractor to the Company the final date for payment of the Notified Sum is and the Contractor shall pay the amount shown to the Company within 14 days from the date of issue of the Statement of Final Account. Except as provided for in this clause 11.27 and clause 11.28 (and save in respect of fraud), the Statement of Final Account shall have effect in any proceedings under or arising out of or in connection with this Contract (whether by adjudication or otherwise) as: conclusive evidence that any necessary effect has been given to all the terms of this Contract which require an amount to be added or deducted from the Contract Sum save where there has been any accidental inclusion or exclusion of any work, materials, goods or figure in any computation or any arithmetical error in any computation, in which event the Statement of Final Account shall have effect as conclusive evidence as to all other computations; and conclusive evidence that all and only such extensions of time, if any, as are due under clause 9.3 and any other entitlements claimed by the Contractor under or in connection with the Contract have been given. If any adjudication or other proceedings have been commenced by either party before the Statement of Final Account is issued or within 28 days thereafter, the Statement of Final Account shall have effect as conclusive evidence as provided in clause 11.27 upon and from the earlier of: the conclusion of such proceedings, in which case the Statement of Final Account shall be subject to the terms of any decision, award or judgment in or settlement of such proceedings; or the expiry of any period of 12 months from or after the issue of the Statement of Final Account during which neither party takes any further step in such proceedings, in which case the Statement of Final Account shall be subject to any terms agreed in settlement of any of the matters previously in issue in such proceedings. No notice or certificate shall of itself be conclusive evidence that any works any materials or goods or design completed by the Contractor to which the notice or certificate relates are in accordance with this Contract. Self billing arrangement Where the Company has agreed with the Contractor to operate a self-billing arrangement and such arrangement has been approved by the Commissioners for Her Majesty's Revenue and Customs the provisions set out in the General Terms relating to self-billing arrangements will apply. Late Payment The Contractor shall be entitled to claim interest on any amount properly due to the Contractor hereunder (at the rate of 2% above the official dealing rate of the Bank of England current at the final date for payment of the amount due) from the final date for payment thereof until the date of actual payment. Insolvency of Employer Where the Company is employed under a contract by a third party ("Employer") to carry out the whole or part of the Project (not being an individual dwelling) and the Employer becomes Insolvent (as defined in clause 15.4) then to the extent to which any payments due from the Employer to the Company in relation to Project relates to the carrying out of Contract Works, the Company shall not be obliged to make any payment otherwise due to the Contractor under this Contract unless and until the Company has received payment in respect thereof from the Employer and then only to the extent that such receipt relates to the Contract Works.

Contract Sum and Payment. Contract Sum The Contract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of the Contract. Interim Payment The Contractor shall be entitled to interim payments during the course of the Contract Works either on a monthly or bimonthly basis as set out in section 2.11 of the Pre-Order Meeting Minutes. In the event that the basis is not set out in section 2.11 of the Pre-Order Meeting Minutes the interim payments shall be on a monthly basis. Interim Application for Payment The Contractor shall provide a written application for interim payment ("Interim Application") to the Company complying with the requirements of this clause 11: in the case of interim payments to be made on a monthly basis by the 19th of each month or if the 19th of a particular month is not a working day then the last first working day before the 19th (such date being an "Application Date"); or in the case of interim payments to be made on a bimonthly basis by the 6th and 19th of each month or if the 6th or 19th of a particular month is not a working day then the last first working day before the 6th or 19th (both such dates being an "Application Date"). The Application Date for any Interim Application shall be the fixed date next following the date of receipt being 19th of each month for payments on a monthly basis and 6th and 19th for payments on a bimonthly basis or, in either case, the last previous working day. Payment Due Date Payment of any amount ascertained in accordance with the Contract under an Interim Application (if any) to the Contractor shall become due 24 days after the Application Date ("Payment Due Date"). Content of the Interim Application Subject to 11.7 the Interim Application shall state the amount the Contractor considers will become due on the Payment Due Date which shall be the amount due to the Contractor in respect of the Contract Works carried out by the Contractor up to and including the last working day of the month within which the Interim Application is made and where interim payments are to be made on a bi monthly basis then the Interim Application to be made on the 6th day of a month and the Interim Application to be made on the 19th day of a month shall be the amount the Contractor considers will be due in respect of such part of the Contract Works carried out up to the last working day prior to the 15th of such month and the last working day of such month respectively. Where the Company provides a format to the Contractor the Interim Application shall be in that format and in any event shall detail: the Site; the order number; the full name and address of the Contractor as stated in the Contract; any new address where applicable; the Contractor's VAT registration number; the value of the work carried out and/or materials and goods delivered and incorporated by the Contractor since commencement of the Contract Works or the last Interim Application as appropriate; the amount of Retention to be released (if any); and any other amounts claimed under this Contract Payment Notice Not later than 5 days after the Payment Due Date, the Company shall issue a notice stating the amount considered due to the Contractor at the Payment Due Date and the basis on which the amount is calculated. The Amount Due The basis on which the amount due is calculated on an Interim Application shall be: the total of the prices for the elements of work separately identified in the Contract Sum Analysis properly executed and fully completed; and the amount of any adjustment to the Contract Sum agreed or ascertained under the Contract to the extent that such adjustment is in respect of work already executed or damage, loss and/or expense already incurred up to and including the relevant date, as referred to in sub clause 5 of this clause, less all amounts previously paid and less the Retention provided that the Contractor shall not be entitled to: payment for materials delivered to the Site until such materials are fully incorporated into the Contract Works; or extra payment as a result of standing time overtime or time lost for reasons beyond the control of the Company including but not limited to plant breakdown shortage of materials or adverse weather conditions. Failure to Issue Payment Certificate If the Company fails to issue a notice stating the amount due to the Contractor in accordance with clause 11.6 the amount due to the Contractor shall be the amount the Contractor considers will be due as set out in the Interim Application. Final Date for Payment The final date for payment of an amount stated as due in a notice under clause 11.6 or in default of such notice in the Interim Application (in either case the "Notified Sum") shall be 14 days after the Payment Due Date. VAT The Contractor shall be deemed not to have allowed in its rates or prices for any tax payable by it as a taxable person to the Commissioners of Customs and Excise being Value Added Tax on taxable supplies. The Company and Contractor shall, respectively, comply with the law on Value Added Tax. The Contractor must notify the Company within 7 days of any change in its VAT status registration number or address. If the Contractor fails to do so the Company may deduct from any future payment due to the Contractor or claim from the Contractor the amount of any VAT paid by the Company during such time as the Contractor is unregistered for VAT or has failed to notify the Company of any change in its details. Dayworks The Contractor is to obtain written authorisation from the Company before daywork is carried out (including where forming part of the Contract). Within 7 days of undertaking authorised daywork a statement of all daywork carried out detailing labour materials hours and activities must be submitted in writing to the Site Manager for signature by him to confirm the details recorded on that statement. Application for payment for daywork is to be made in an Interim Application. The Company is not liable to make payment for daywork unless this clause 11.11 is complied with. Set Off and Cross Set Off Without prejudice to any other rights and remedies it may possess, the Company shall be entitled to deduct and withhold from amounts due to the Contractor under the Contract any sums which the Company or any Associated Company (as defined in clause 16.6) has suffered or incurred or anticipates suffering or incurring due to a breach of or failure by the Contractor to observe the provisions of the Contract or any other agreement entered into between the Contractor and the Company or any Associated Company. , Notice to Pay Less If the Company intends to pay less than the Notified Sum the Company shall give notice to the Contractor ("Pay Less Notice") stating the amount the Company considers to be due at the date of the Pay Less Notice and the basis on which that amount is calculated. A Pay Less notice shall be given not less than 1 day before the final date for payment of a Notified Sum in respect of which the Company intends to pay less. Effect of Certificates The failure to issue a Pay Less Notice where a right to withhold would otherwise exist shall not be construed as a waiver of the right to withhold any sum at any time. The Company may on any subsequent Interim Application or any subsequent payment notice issued pursuant to sub clause 11.6 or, in any subsequent Pay Less Notice, delete, correct or modify any previous Notified Sum certified to be due. Approvals No admission approval consent comment acceptance advice expression of satisfaction acknowledgement confirmation payment or the like made or given by or on behalf of the Company in relation to any work materials or goods operates to exclude or limit the Contractor's responsibility or liability for any breach of its obligations under the Contract. Payment Condition Precedent Notwithstanding any other term of the Contract, it shall be a condition precedent to the Contractor's entitlement to payment that the Contractor shall have: executed the Agreement and returned it duly completed to the Company; provided to the Company: the Guarantee Bond in accordance with clause 1.14; the Parent Company Guarantee in accordance with clause 1.13; the Collateral Warranties in accordance with clause 1.12; evidence that the insurances required to be taken out and maintained by the Contractor in accordance with clause 6.4 have been taken out; where required by the Contract to do so; complied with the requirements of clause 17 properly executed and fully completed all elements of the work for each part of the Contract Works to which the application for payment relates; complied with the requirements of clause 11.5; and for any element of work undertaken, submitted an application for payment to the Company not later than 6 months after the day on which the element of work is undertaken. Payment of any monies to the Contractor prior to compliance with any or all of these conditions precedent shall not in any circumstances constitute a waiver of the Company's right to withhold further payment until the condition precedent has been satisfied. Retention The Company shall be entitled to retain from the first and each subsequent interim payment to the Contractor 5% of the amount that would be otherwise due under the Contract in any interim payment under clause 11 ("Retention"). The first half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: the earlier of:- the date of completion of the last dwelling within the Contract Works; or where the Contract Works are suspended before completion of the last dwelling the date 3 months from the date of suspension of the Contract Works: or the date of completion of all outstanding items of work listed in accordance with clause 12.1. The second half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: 2 years from the date of release of the first half of the Retention as determined under 11.18; or upon completion of all outstanding defects. Final Account Within 2 months from the date of Practical Completion of the Contract Works the Contractor shall submit to the Company a final account showing the sum the Contractor considers due at the due date and the basis on which the sum is calculated including the amount of the Contract Sum and all additions or omissions which are to be made to that amount under the Contract together with details of all payments made by the Company ("Final Account"). The Final Account shall be accompanied by all documents necessary to detail the additions or omissions made or as the Company may reasonably require for the purpose of adjusting the Contract Sum. If the Contractor fails to submit a Final Account within 2 months from the date of Practical Completion of the Contract Works in accordance with clause 11.20, the Company may prepare and submit to the Contractor a final account at any time thereafter. The due date for payment of any sums stated as due in the Final Account or the Company’s final account whether from the Company to the Contractor or the Contractor to the Company is 2 months from receipt by the Company of the Contractor's Final Account and of all accompanying documentation and information reasonably required the Company or if no Final Account is submitted by the Contractor the date of submission of a final account by the Company. Not later than 5 days after the due date the Company shall issue a Statement of Final Account specifying the sum the Company considers due to the Contractor or as the case may be the sum the Company considers due by the Contractor to the Company at the due date and the basis on which that sum is calculated (“the Notified Sum”). If the Company fails to issue a Statement of Final Account as required by clause 11.23 the Final Account shall be the Statement of Final Account and shall be treated as issued on the date 2 months after receipt by the Company of the Final Account and the sum stated by the Contractor as considered due therein shall be the Notified Sum. If the Statement of Final Account shows a balance payable by the Company to the Contractor the final date for payment of the Notified Sum subject to clause 11.13 is and the Company shall pay the amount shown to the Contractor within 21 days after the later of the expiry of the Defects Liability Period (as defined in clause 12.2) or the date all defects in the Contract Works (if any) are remedied to the satisfaction of the Company. If the Statement of Final Account shows a balance payable by the Contractor to the Company the final date for payment of the Notified Sum is and the Contractor shall pay the amount shown to the Company within 14 days from the date of issue of the Statement of Final Account. Except as provided for in this clause 11.27 and clause 11.28 (and save in respect of fraud), the Statement of Final Account shall have effect in any proceedings under or arising out of or in connection with this Contract (whether by adjudication or otherwise) as: conclusive evidence that any necessary effect has been given to all the terms of this Contract which require an amount to be added or deducted from the Contract Sum save where there has been any accidental inclusion or exclusion of any work, materials, goods or figure in any computation or any arithmetical error in any computation, in which event the Statement of Final Account shall have effect as conclusive evidence as to all other computations; and conclusive evidence that all and only such extensions of time, if any, as are due under clause 9.3 and any other entitlements claimed by the Contractor under or in connection with the Contract have been given. If any adjudication or other proceedings have been commenced by either party before the Statement of Final Account is issued or within 28 days thereafter, the Statement of Final Account shall have effect as conclusive evidence as provided in clause 11.27 upon and from the earlier of: the conclusion of such proceedings, in which case the Statement of Final Account shall be subject to the terms of any decision, award or judgment in or settlement of such proceedings; or the expiry of any period of 12 months from or after the issue of the Statement of Final Account during which neither party takes any further step in such proceedings, in which case the Statement of Final Account shall be subject to any terms agreed in settlement of any of the matters previously in issue in such proceedings. No notice or certificate shall of itself be conclusive evidence that any works any materials or goods or design completed by the Contractor to which the notice or certificate relates are in accordance with this Contract. Self billing arrangement Where the Company has agreed with the Contractor to operate a self-billing arrangement and such arrangement has been approved by the Commissioners for Her Majesty's Revenue and Customs the provisions set out in the General Terms relating to self-billing arrangements will apply. Late Payment The Contractor shall be entitled to claim interest on any amount properly due to the Contractor hereunder (at the rate of 2% above the official dealing rate of the Bank of England current at the final date for payment of the amount due) from the final date for payment thereof until the date of actual payment. Insolvency of Employer Where the Company is employed under a contract by a third party ("Employer") to carry out the whole or part of the Project (not being an individual dwelling) and the Employer becomes Insolvent (as defined in clause 15.4) then to the extent to which any payments due from the Employer to the Company in relation to Project relates to the carrying out of Contract Works, the Company shall not be obliged to make any payment otherwise due to the Contractor under this Contract unless and until the Company has received payment in respect thereof from the Employer and then only to the extent that such receipt relates to the Contract Works.

Contract Sum and Payment. Contract Sum The Contract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of the Contract. Interim Payment The Contractor shall be entitled to interim payments during the course of the Contract Works either on a monthly or bimonthly basis as set out in section 2.11 of the Pre-Order Meeting Minutes. In the event that the basis is not set out in section 2.11 of the Pre-Order Meeting Minutes the interim payments shall be on a monthly basis. Interim Application for Payment The Contractor shall provide a written application for interim payment ("Interim Application") to the Company complying with the requirements of this clause 11: in the case of interim payments to be made on a monthly basis by the 19th of each month or if the 19th of a particular month is not a working day then the last working day before the 19th (such date being an "Application Date"); or in the case of interim payments to be made on a bimonthly basis by the 6th and 19th of each month or if the 6th or 19th of a particular month is not a working day then the last working day before the 6th or 19th (both such dates being an "Application Date"). The Application Date for any Interim Application shall be the fixed date next following the date of receipt being 19th of each month for payments on a monthly basis and 6th and 19th for payments on a bimonthly basis or, in either case, the last previous working day. Payment Due Date Payment of any amount ascertained in accordance with the Contract under an Interim Application (if any) to the Contractor shall become due 24 days after the Application Date ("Payment Due Date"). Content of the Interim Application Subject to 11.7 the Interim Application shall state the amount the Contractor considers will become due on the Payment Due Date which shall be the amount due to the Contractor in respect of the Contract Works carried out by the Contractor up to and including the last working day of the month within which the Interim Application is made and where interim payments are to be made on a bi monthly basis then the Interim Application to be made on the 6th day of a month and the Interim Application to be made on the 19th day of a month shall be the amount the Contractor considers will be due in respect of such part of the Contract Works carried out up to the last working day prior to the 15th of such month and the last working day of such month respectively. Where the Company provides a format to the Contractor the Interim Application shall be in that format and in any event shall detail: the Site; the order number; the full name and address of the Contractor as stated in the Contract; any new address where applicable; the Contractor's VAT registration number; the value of the work carried out and/or materials and goods delivered and incorporated by the Contractor since commencement of the Contract Works or the last Interim Application as appropriate; the amount of Retention to be released (if any); and any other amounts claimed under this Contract Payment Notice Not later than 5 days after the Payment Due Date, the Company shall issue a notice stating the amount considered due to the Contractor at the Payment Due Date and the basis on which the amount is calculated. The Amount Due The basis on which the amount due is calculated on an Interim Application shall be: the total of the prices for the elements of work separately identified in the Contract Sum Analysis properly executed and fully completed; and the amount of any adjustment to the Contract Sum agreed or ascertained under the Contract to the extent that such adjustment is in respect of work already executed or damage, loss and/or expense already incurred up to and including the relevant date, as referred to in sub clause 5 of this clause, less all amounts previously paid and less the Retention provided that the Contractor shall not be entitled to: payment for materials delivered to the Site until such materials are fully incorporated into the Contract Works; or extra payment as a result of standing time overtime or time lost for reasons beyond the control of the Company including but not limited to plant breakdown shortage of materials or adverse weather conditions. Failure to Issue Payment Certificate If the Company fails to issue a notice stating the amount due to the Contractor in accordance with clause 11.6 the amount due to the Contractor shall be the amount the Contractor considers will be due as set out in the Interim Application. Final Date for Payment The final date for payment of an amount stated as due in a notice under clause 11.6 or in default of such notice in the Interim Application (in either case the "Notified Sum") shall be 14 days after the Payment Due Date. VAT The Contractor shall be deemed not to have allowed in its rates or prices for any tax payable by it as a taxable person to the Commissioners of Customs and Excise being Value Added Tax on taxable supplies. The Company and Contractor shall, respectively, comply with the law on Value Added Tax. The Contractor must notify the Company within 7 days of any change in its VAT status registration number or address. If the Contractor fails to do so the Company may deduct from any future payment due to the Contractor or claim from the Contractor the amount of any VAT paid by the Company during such time as the Contractor is unregistered for VAT or has failed to notify the Company of any change in its details. Dayworks The Contractor is to obtain written authorisation from the Company before daywork is carried out (including where forming part of the Contract). Within 7 days of undertaking authorised daywork a statement of all daywork carried out detailing labour materials hours and activities must be submitted in writing to the Site Manager for signature by him to confirm the details recorded on that statement. Application for payment for daywork is to be made in an Interim Application. The Company is not liable to make payment for daywork unless this clause 11.11 is complied with. Set Off and Cross Set Off Without prejudice to any other rights and remedies it may possess, the Company shall be entitled to deduct and withhold from amounts due to the Contractor under the Contract any sums which the Company or any Associated Company (as defined in clause 16.6) has suffered or incurred or anticipates suffering or incurring due to a breach of or failure by the Contractor to observe the provisions of the Contract or any other agreement entered into between the Contractor and the Company or any Associated Company. , Notice to Pay Less If the Company intends to pay less than the Notified Sum the Company shall give notice to the Contractor ("Pay Less Notice") stating the amount the Company considers to be due at the date of the Pay Less Notice and the basis on which that amount is calculated. A Pay Less notice shall be given not less than 1 day before the final date for payment of a Notified Sum in respect of which the Company intends to pay less. Effect of Certificates The failure to issue a Pay Less Notice where a right to withhold would otherwise exist shall not be construed as a waiver of the right to withhold any sum at any time. The Company may on any subsequent Interim Application or any subsequent payment notice issued pursuant to sub clause 11.6 or, in any subsequent Pay Less Notice, delete, correct or modify any previous Notified Sum certified to be due. Approvals No admission approval consent comment acceptance advice expression of satisfaction acknowledgement confirmation payment or the like made or given by or on behalf of the Company in relation to any work materials or goods operates to exclude or limit the Contractor's responsibility or liability for any breach of its obligations under the Contract. Payment Condition Precedent Notwithstanding any other term of the Contract, it shall be a condition precedent to the Contractor's entitlement to payment that the Contractor shall have: executed the Agreement as a Deed and returned it duly completed to the Company; provided to the Company: the Guarantee Bond in accordance with clause 1.14; the Parent Company Guarantee in accordance with clause 1.13; the Collateral Warranties in accordance with clause 1.12; evidence that the insurances required to be taken out and maintained by the Contractor in accordance with clause 6.4 have been taken out; where required by the Contract to do so; complied with the requirements of clause 17 properly executed and fully completed all elements of the work for each part of the Contract Works to which the application for payment relates; complied with the requirements of clause 11.5; and for any element of work undertaken, submitted an application for payment to the Company not later than 6 months after the day on which the element of work is undertaken. Payment of any monies to the Contractor prior to compliance with any or all of these conditions precedent shall not in any circumstances constitute a waiver of the Company's right to withhold further payment until the condition precedent has been satisfied. Retention The Company shall be entitled to retain from the first and each subsequent interim payment to the Contractor 5% of the amount that would be otherwise due under the Contract in any interim payment under clause 11 ("Retention"). The first half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: the earlier of:- the date of completion of the last dwelling within the Contract Works; or where the Contract Works are suspended before completion of the last dwelling the date 3 months from the date of suspension of the Contract Works: or the date of completion of all outstanding items of work listed in accordance with clause 12.1. The second half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: 2 years from the date of release of the first half of the Retention as determined under 11.18; or upon completion of all outstanding defects. Final Account Within 2 months from the date of Practical Completion of the Contract Works the Contractor shall submit to the Company a final account showing the sum the Contractor considers due at the due date and the basis on which the sum is calculated including the amount of the Contract Sum and all additions or omissions which are to be made to that amount under the Contract together with details of all payments made by the Company ("Final Account"). The Final Account shall be accompanied by all documents necessary to detail the additions or omissions made or as the Company may reasonably require for the purpose of adjusting the Contract Sum. If the Contractor fails to submit a Final Account within 2 months from the date of Practical Completion of the Contract Works in accordance with clause 11.20, the Company may prepare and submit to the Contractor a final account at any time thereafter. The due date for payment of any sums stated as due in the Final Account or the Company’s final account whether from the Company to the Contractor or the Contractor to the Company is 2 months from receipt by the Company of the Contractor's Final Account and of all accompanying documentation and information reasonably required the Company or if no Final Account is submitted by the Contractor the date of submission of a final account by the Company. Not later than 5 days after the due date the Company shall issue a Statement of Final Account specifying the sum the Company considers due to the Contractor or as the case may be the sum the Company considers due by the Contractor to the Company at the due date and the basis on which that sum is calculated (“the Notified Sum”). If the Company fails to issue a Statement of Final Account as required by clause 11.23 the Final Account shall be the Statement of Final Account and shall be treated as issued on the date 2 months after receipt by the Company of the Final Account and the sum stated by the Contractor as considered due therein shall be the Notified Sum. If the Statement of Final Account shows a balance payable by the Company to the Contractor the final date for payment of the Notified Sum subject to clause 11.13 is and the Company shall pay the amount shown to the Contractor within 21 days after the later of the expiry of the Defects Liability Period (as defined in clause 12.2) or the date all defects in the Contract Works (if any) are remedied to the satisfaction of the Company. If the Statement of Final Account shows a balance payable by the Contractor to the Company the final date for payment of the Notified Sum is and the Contractor shall pay the amount shown to the Company within 14 days from the date of issue of the Statement of Final Account. Except as provided for in this clause 11.27 and clause 11.28 (and save in respect of fraud), the Statement of Final Account shall have effect in any proceedings under or arising out of or in connection with this Contract (whether by adjudication or otherwise) as: conclusive evidence that any necessary effect has been given to all the terms of this Contract which require an amount to be added or deducted from the Contract Sum save where there has been any accidental inclusion or exclusion of any work, materials, goods or figure in any computation or any arithmetical error in any computation, in which event the Statement of Final Account shall have effect as conclusive evidence as to all other computations; and conclusive evidence that all and only such extensions of time, if any, as are due under clause 9.3 and any other entitlements claimed by the Contractor under or in connection with the Contract have been given. If any adjudication or other proceedings have been commenced by either party before the Statement of Final Account is issued or within 28 days thereafter, the Statement of Final Account shall have effect as conclusive evidence as provided in clause 11.27 upon and from the earlier of: the conclusion of such proceedings, in which case the Statement of Final Account shall be subject to the terms of any decision, award or judgment in or settlement of such proceedings; or the expiry of any period of 12 months from or after the issue of the Statement of Final Account during which neither party takes any further step in such proceedings, in which case the Statement of Final Account shall be subject to any terms agreed in settlement of any of the matters previously in issue in such proceedings. No notice or certificate shall of itself be conclusive evidence that any works any materials or goods or design completed by the Contractor to which the notice or certificate relates are in accordance with this Contract. Self billing arrangement Where the Company has agreed with the Contractor to operate a self-billing arrangement and such arrangement has been approved by the Commissioners for Her Majesty's Revenue and Customs the provisions set out in the General Terms relating to self-billing arrangements will apply. Late Payment The Contractor shall be entitled to claim interest on any amount properly due to the Contractor hereunder (at the rate of 2% above the official dealing rate of the Bank of England current at the final date for payment of the amount due) from the final date for payment thereof until the date of actual payment. Insolvency of Employer Where the Company is employed under a contract by a third party ("Employer") to carry out the whole or part of the Project (not being an individual dwelling) and the Employer becomes Insolvent (as defined in clause 15.4) then to the extent to which any payments due from the Employer to the Company in relation to Project relates to the carrying out of Contract Works, the Company shall not be obliged to make any payment otherwise due to the Contractor under this Contract unless and until the Company has received payment in respect thereof from the Employer and then only to the extent that such receipt relates to the Contract Works.

Contract Sum and Payment. Contract Sum The Contract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of the Contract. Interim Payment The Contractor shall be entitled to interim payments during the course of the Contract Works either on a monthly or bimonthly basis as set out in section 2.11 of the Pre-Order Meeting Minutes. In the event that the basis is not set out in section 2.11 of the Pre-Order Meeting Minutes the interim payments shall be on a monthly basis. Interim Application for Payment The Contractor shall provide a written application for interim payment ("Interim Application") to the Company complying with the requirements of this clause 11: in the case of interim payments to be made on a monthly basis by the 19th of each month or if the 19th of a particular month is not a working day then the last working day before the 19th (such date being an "Application Date"); or in the case of interim payments to be made on a bimonthly basis by the 6th and 19th of each month or if the 6th or 19th of a particular month is not a working day then the last working day before the 6th or 19th (both such dates being an "Application Date"). The Application Date for any Interim Application shall be the fixed date next following the date of receipt being 19th of each month for payments on a monthly basis and 6th and 19th for payments on a bimonthly basis or, in either case, the last previous working day. Payment Due Date Payment of any amount ascertained in accordance with the Contract under an Interim Application (if any) to the Contractor shall become due 24 days after the Application Date ("Payment Due Date"). Content of the Interim Application Subject to 11.7 the Interim Application shall state the amount the Contractor considers will become due on the Payment Due Date which shall be the amount due to the Contractor in respect of the Contract Works carried out by the Contractor up to and including the last working day of the month within which the Interim Application is made and where interim payments are to be made on a bi monthly basis then the Interim Application to be made on the 6th day of a month and the Interim Application to be made on the 19th day of a month shall be the amount the Contractor considers will be due in respect of such part of the Contract Works carried out up to the last working day prior to the 15th of such month and the last working day of such month respectively. Where the Company provides a format to the Contractor the Interim Application shall be in that format and in any event shall detail: the Site; the order number; the full name and address of the Contractor as stated in the Contract; any new address where applicable; the Contractor's VAT registration number; the value of the work carried out and/or materials and goods delivered and incorporated by the Contractor since commencement of the Contract Works or the last Interim Application as appropriate; the amount of Retention to be released (if any); and any other amounts claimed under this Contract Payment Notice Not later than 5 days after the Payment Due Date, the Company shall issue a notice stating the amount considered due to the Contractor at the Payment Due Date and the basis on which the amount is calculated. The Amount Due The basis on which the amount due is calculated on an Interim Application shall be: the total of the prices for the elements of work separately identified in the Contract Sum Analysis properly executed and fully completed; and the amount of any adjustment to the Contract Sum agreed or ascertained under the Contract to the extent that such adjustment is in respect of work already executed or damage, loss and/or expense already incurred up to and including the relevant date, as referred to in sub clause 5 of this clause, less all amounts previously paid and less the Retention provided that the Contractor shall not be entitled to: payment for materials delivered to the Site until such materials are fully incorporated into the Contract Works; or extra payment as a result of standing time overtime or time lost for reasons beyond the control of the Company including but not limited to plant breakdown shortage of materials or adverse weather conditions. Failure to Issue Payment Certificate If the Company fails to issue a notice stating the amount due to the Contractor in accordance with clause 11.6 the amount due to the Contractor shall be the amount the Contractor considers will be due as set out in the Interim Application. Final Date for Payment The final date for payment of an amount stated as due in a notice under clause 11.6 or in default of such notice in the Interim Application (in either case the "Notified Sum") shall be 14 days after the Payment Due Date. VAT The Contractor shall be deemed not to have allowed in its rates or prices for any tax payable by it as a taxable person to the Commissioners of Customs and Excise being Value Added Tax on taxable supplies. The Company and Contractor shall, respectively, comply with the law on Value Added Tax. The Contractor must notify the Company within 7 days of any change in its VAT status registration number or address. If the Contractor fails to do so the Company may deduct from any future payment due to the Contractor or claim from the Contractor the amount of any VAT paid by the Company during such time as the Contractor is unregistered for VAT or has failed to notify the Company of any change in its details. Dayworks The Contractor is to obtain written authorisation from the Company before daywork is carried out (including where forming part of the Contract). Within 7 days of undertaking authorised daywork a statement of all daywork carried out detailing labour materials hours and activities must be submitted in writing to the Site Manager for signature by him to confirm the details recorded on that statement. Application for payment for daywork is to be made in an Interim Application. The Company is not liable to make payment for daywork unless this clause 11.11 is complied with. Set Off and Cross Set Off Without prejudice to any other rights and remedies it may possess, the Company shall be entitled to deduct and withhold from amounts due to the Contractor under the Contract any sums which the Company or any Associated Company (as defined in clause 16.6) has suffered or incurred or anticipates suffering or incurring due to a breach of or failure by the Contractor to observe the provisions of the Contract or any other agreement entered into between the Contractor and the Company or any Associated Company. , Notice to Pay Less If the Company intends to pay less than the Notified Sum the Company shall give notice to the Contractor ("Pay Less Notice") stating the amount the Company considers to be due at the date of the Pay Less Notice and the basis on which that amount is calculated. A Pay Less notice shall be given not less than 1 day before the final date for payment of a Notified Sum in respect of which the Company intends to pay less. Effect of Certificates The failure to issue a Pay Less Notice where a right to withhold would otherwise exist shall not be construed as a waiver of the right to withhold any sum at any time. The Company may on any subsequent Interim Application or any subsequent payment notice issued pursuant to sub clause 11.6 or, in any subsequent Pay Less Notice, delete, correct or modify any previous Notified Sum certified to be due. Approvals No admission approval consent comment acceptance advice expression of satisfaction acknowledgement confirmation payment or the like made or given by or on behalf of the Company in relation to any work materials or goods operates to exclude or limit the Contractor's responsibility or liability for any breach of its obligations under the Contract. Payment Condition Precedent Notwithstanding any other term of the Contract, it shall be a condition precedent to the Contractor's entitlement to payment that the Contractor shall have: executed the Agreement as a Deed and returned it duly completed to the Company; provided to the Company: the Guarantee Bond in accordance with clause 1.14; the Parent Company Guarantee in accordance with clause 1.13; the Collateral Warranties in accordance with clause 1.12; evidence that the insurances required to be taken out and maintained by the Contractor in accordance with clause 6.4 have been taken out; where required by the Contract to do so; complied with the requirements of clause 17 properly executed and fully completed all elements of the work for each part of the Contract Works to which the application for payment relates; complied with the requirements of clause 11.5; and for any element of work undertaken, submitted an application for payment to the Company not later than 6 months after the day on which the element of work is undertaken. Payment of any monies to the Contractor prior to compliance with any or all of these conditions precedent shall not in any circumstances constitute a waiver of the Company's right to withhold further payment until the condition precedent has been satisfied. Retention The Company shall be entitled to retain from the first and each subsequent interim payment to the Contractor 5% of the amount that would be otherwise due under the Contract in any interim payment under clause 11 ("Retention"). The first half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: the earlier of:- the date of completion of the last dwelling within the Contract Works; or where the Contract Works are suspended before completion of the last dwelling the date 3 months from the date of suspension of the Contract Works: or the date of completion of all outstanding items of work listed in accordance with clause 12.1. The second half of the Retention (i.e. 2.5%) shall be released and maybe included in an Interim Application on the later of: 2 years from the date of release of the first half of the Retention as determined under 11.18; or upon completion of all outstanding defects. Final Account Within 2 months from the date of Practical Completion of the Contract Works the Contractor shall submit to the Company a final account showing the sum the Contractor considers due at the due date and the basis on which the sum is calculated including the amount of the Contract Sum and all additions or omissions which are to be made to that amount under the Contract together with details of all payments made by the Company ("Final Account"). The Final Account shall be accompanied by all documents necessary to detail the additions or omissions made or as the Company may reasonably require for the purpose of adjusting the Contract Sum. If the Contractor fails to submit a Final Account within 2 months from the date of Practical Completion of the Contract Works in accordance with clause 11.20, the Company may prepare and submit to the Contractor a final account at any time thereafter. The due date for payment of any sums stated as due in the Final Account or the Company’s final account whether from the Company to the Contractor or the Contractor to the Company is 2 months from receipt by the Company of the Contractor's Final Account and of all accompanying documentation and information reasonably required the Company or if no Final Account is submitted by the Contractor the date of submission of a final account by the Company. Not later than 5 days after the due date the Company shall issue a Statement of Final Account specifying the sum the Company considers due to the Contractor or as the case may be the sum the Company considers due by the Contractor to the Company at the due date and the basis on which that sum is calculated (“the Notified Sum”). If the Company fails to issue a Statement of Final Account as required by clause 11.23 the Final Account shall be the Statement of Final Account and shall be treated as issued on the date 2 months after receipt by the Company of the Final Account and the sum stated by the Contractor as considered due therein shall be the Notified Noified Sum. If the Statement of Final Account shows a balance payable by the Company to the Contractor the final date for payment of the Notified Sum subject to clause 11.13 is and the Company shall pay the amount shown to the Contractor within 21 days after the later of the expiry of the Defects Liability Period (as defined in clause 12.2) or the date all defects in the Contract Works (if any) are remedied to the satisfaction of the Company. If the Statement of Final Account shows a balance payable by the Contractor to the Company the final date for payment of the Notified Sum is and the Contractor shall pay the amount shown to the Company within 14 days from the date of issue of the Statement of Final Account. Except as provided for in this clause 11.27 and clause 11.28 (and save in respect of fraud), the Statement of Final Account shall have effect in any proceedings under or arising out of or in connection with this Contract (whether by adjudication or otherwise) as: conclusive evidence that any necessary effect has been given to all the terms of this Contract which require an amount to be added or deducted from the Contract Sum save where there has been any accidental inclusion or exclusion of any work, materials, goods or figure in any computation or any arithmetical error in any computation, in which event the Statement of Final Account shall have effect as conclusive evidence as to all other computations; and conclusive evidence that all and only such extensions of time, if any, as are due under clause 9.3 and any other entitlements claimed by the Contractor under or in connection with the Contract have been given. If any adjudication or other proceedings have been commenced by either party before the Statement of Final Account is issued or within 28 days thereafter, the Statement of Final Account shall have effect as conclusive evidence as provided in clause 11.27 upon and from the earlier of: the conclusion of such proceedings, in which case the Statement of Final Account shall be subject to the terms of any decision, award or judgment in or settlement of such proceedings; or the expiry of any period of 12 months from or after the issue of the Statement of Final Account during which neither party takes any further step in such proceedings, in which case the Statement of Final Account shall be subject to any terms agreed in settlement of any of the matters previously in issue in such proceedings. No notice or certificate shall of itself be conclusive evidence that any works any materials or goods or design completed by the Contractor to which the notice or certificate relates are in accordance with this Contract. Self billing arrangement Where the Company has agreed with the Contractor to operate a self-billing arrangement and such arrangement has been approved by the Commissioners for Her Majesty's Revenue and Customs the provisions set out in the General Terms relating to self-billing arrangements will apply. Late Payment The Contractor shall be entitled to claim interest on any amount properly due to the Contractor hereunder (at the rate of 2% above the official dealing rate of the Bank of England current at the final date for payment of the amount due) from the final date for payment thereof until the date of actual payment. Insolvency of Employer Where the Company is employed under a contract by a third party ("Employer") to carry out the whole or part of the Project (not being an individual dwelling) and the Employer becomes Insolvent (as defined in clause 15.4) then to the extent to which any payments due from the Employer to the Company in relation to Project relates to the carrying out of Contract Works, the Company shall not be obliged to make any payment otherwise due to the Contractor under this Contract unless and until the Company has received payment in respect thereof from the Employer and then only to the extent that such receipt relates to the Contract Works.