BDW TRADING LIMITED

- Purchase Order Conditions of Contract (rev K 01/01/2020)

Sub-clause 6.6
Non-construction Contract Purchase Order (principally for purchase of goods, but with some provision for supply of related services)

Payment of the invoice from the Supplier shall be made within 30 days of the end of the month of receipt unless otherwise provided within the Order unless the invoice is disputed and Payment or Pay Less Notices are served and/or it is referred to Adjudication.

-Construction Contracts

Works Order & The Large Package Agreement (design and Non Design Versions)

Sub-clause 9.2, 9.4 & 9.9 of Works Order Conditions of Contract Rev O 13/07/2023
And clause 14 of Large Package agreements (design, non design and piling versions)

The Contractor shall be entitled to interim payments during the course of the Works either on a monthly or bi-monthly basis as set out in the Order. In the event that the basis is not set out in the Order the interim payments shall be on a monthly basis.

The Payment Due Date is 24 days from the ”Application Date” being the 19th day of the month for all interim payment requests received prior to this date for monthly billing (and the 6th and 19th of the month for bi-monthly billing).

The Payment Due Date is only replaced with a subsequent Final Due Date (14 days after the Payment Due Date) if the application/invoice is challenged under the “payment notice” or “pay less notice” provisions contained in the agreement.

-Construction Contracts (Labour only)

Sub-clauses 9.2, 9.4 & 9.9 of Labour Only Conditions of Contract Rev M 13/05/2025

The Contractor shall be entitled to interim payments during the course of the Works either on a monthly bimonthly or weekly basis as set out in the Order. In the event that the basis is not set out in the Order the interim payments shall be on a monthly basis.

Payment of any amount ascertained in accordance with the Contract under an Interim Application (if any) to the Contractor shall become due:
• in the case of interim payments to be made monthly or bimonthly 24 days after the Application Date (“Payment Due Date”); or
• in the case of interim payments to be made weekly 7 days after the Application Date (“Payment Due Date”).

The final date for payment of an amount stated as due in a notice, shall be in the case of interim payments to be made monthly or bimonthly 14 days after the Payment Due Date; or in the case of interim payments to be made weekly 7 days after the Payment Due Date.

These are subject to the “pay less” provisions in the contract, in the event of a dispute.


-Consultants Appointments

BDW’s Standard Appointment and Project Orders issued from BDW’s Framework Appointment

Clause 8

The Consultant shall submit Interim Applications for payment to the Employer by each Application Date defined as 3 Business Days after the end of the calendar month to which the Interim Application relates. Payment of any amount ascertained shall become due 21 days after the Application Date, known as the “Payment Due Date”. Within 5 days following the Payment Due Date BDW is entitled to challenge the quantum of the Interim Application by sending a Payment Notice to the Consultant specifying the amount (if any) which it considers is due to the Consultant at the Payment Due Date and the basis on which the amount is calculated.

If no such Payment Notice is issued a 2nd opportunity to challenge the Consultant’s Interim Application is provided for, within 14 days of the Payment Due date with BDW being able to serve a Pay Less Notice not less than 1 day before the end of this 14 day period (known as the Final Date for Payment).

The overall dispute rate was calculated by combining the full PL volume with the total SC volume. PL had 1,031 disputed invoices out of 64,411 invoices, resulting in a dispute rate of 1.60%. For SC, a statistically significant sample of 2280 identified a 4.30% dispute rate, which was applied to the total SC volume of 99,640 invoices, giving an estimated 4,285 disputed invoices. Combining both populations results in 164,051 total invoices and 5,316 total disputed invoices, equating to an overall weighted dispute rate of 3.24%.

-Non-construction contracts
If a dispute arises between the parties, the parties will attempt, in good faith, to reach settlement as soon as possible between the Barratt Contact and the Supplier Contact (who shall be authorised to settle such a dispute).

Construction contracts
Dispute resolution clauses are agreed at the tender and pre-contract stage. Thereafter, if there is a contractual dispute, the dispute resolution procedures laid out in the contract are invoked. Any dispute or difference arising under or in connection with the Contract may be referred to adjudication in accordance with the Scheme for Construction Contracts SI 1998 No 649.

Retention Dispute Resolution Process

Adjudicator

"The Adjudicator" in the Contract means such person the Company and the Contractor choose by mutual agreement or such other person as may be appointed from time to time by the President or the Vice President of the Royal Institution of Chartered Surveyors.

Adjudication
Any dispute or difference arising under or in connection with the Contract may be referred to adjudication in accordance with the Scheme for Construction Contracts SI 1998 No 649 ("Scheme") except that:

the Responding Party to any adjudication shall have a minimum of 14 days from receipt of the Referral Notice to respond to the Referral Notice;

the parties agree that the Adjudicator shall have jurisdiction to consider and determine any matter raised by the Company in its response to a Referral Notice served by the Contractor, including but not limited to, any counterclaims, set offs or abatements which the Company might raise in its response, notwithstanding the fact that the Company may have failed to serve a notice of intention to pay less pursuant to section 111 of the Housing Grants, Construction and Regeneration Act 1996 ("Act") and/or a Pay Less Notice pursuant to clause 14.13 of this Agreement;

the Adjudicator shall be required to give detailed reasons in support of its decision, including stating expressly what evidence he has relied upon and what evidence he has discounted and why, in making its decision. The Adjudicator shall apply the usual rules of evidence for civil proceedings;
provided always that if any provision of this clause 24.2 is or becomes to any extent invalid or unenforceable under any applicable law (including a failure to comply with the requirements of the Act), then such provision shall be severed and the remainder of the provisions of clause 24.2 shall continue in full force and effect.

Decision
The Adjudicator's decision is binding until the dispute, or difference is finally determined by legal proceedings as provided in clause 24.4.

Litigation
Any dispute arising out of, under or in connection with the Contract either during the progress of or after the completion or abandonment of the Contract Works or after termination shall be determined by legal proceedings. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with the Contract.

Applicable Law
This Contract and any non-contractual obligations arising out of it shall be governed by and construed in accordance with the laws of England and Wales.

Limitation
No action or proceedings may be commenced against the Contractor for any breach of this Contract after the expiry of the Limitation Period. For the avoidance of doubt, the Contractor shall not raise a defence pursuant to the Limitation Act 1980 in respect of any action or proceedings commenced under this Contract within the Limitation Period.

Amendment, Severability, non-Waiver and Entire Agreement
Amendment
No amendment to the Contract shall be binding unless authorised in writing by the Company.
Severability
If one or more of the provisions of the Contract are or become to any extent invalid or unenforceable under any applicable law, then the remainder of the Contract shall continue in full force and effect.
Non-Waiver
The allowance of time or any other indulgence or non-enforcement by the Company in respect of its rights or any matter will not affect or prejudice or be taken as a waiver of the rights of the Company.

Entire Agreement
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
Each party acknowledges that, in entering the Contract, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.