Termination and Substitution. These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; the Contractor contravenes Clause 20; the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; the Contractor ceases or threatens to cease to carry on business; being a company, the Contractor is struck off the register of companies; being a company, a petition being presented to wind it up and not being dismissed within 14 days after presentation being a company, a meeting of its creditors or members being held for the purpose of considering a resolution to wind it up being a company, entering or proposing to enter an arrangement with or for the benefit of its creditors being a company, a petition being presented to appoint an examiner a Purchaser reasonably believes that any of the events mentioned in Sub-clauses 19.2.3 to 19.2.10 inclusive or any analogous event is about to occur in relation to the Contractor in any jurisdiction and notifies the Contractor accordingly; any representation made by the Contractor in connection with these terms and conditions shall in the opinion of a Purchaser prove to be untrue or incorrect in a material respect as of the date when made; the Contractor has committed any fraudulent act or any criminal activity or is guilty of gross negligence in the performance of these terms and conditions; a Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any employee of any Purchaser with a view towards securing any agreement for the provision of the Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or it is suspected (acting reasonably) that the Contractor has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Contractor may be reported by a Purchaser to the Competition & Consumer Protection Commission, and a Purchaser may take any other steps permitted by law. the Purchaser is of the reasonable opinion that the Contractor does not have sufficient capacity or is unavailable to complete the Services. Should conditions arise which, in the opinion of the Purchaser in its absolute discretion, necessitate the termination of these terms and conditions, the Purchaser may terminate these terms and conditions upon written notice to the Contractor. Termination of these terms and conditions pursuant to sub-clauses 19.1, 19.2, or 19.3 above shall not relieve or discharge either the Contractor or the Purchaser from any obligations which have accrued prior to such termination. The Purchaser shall not be liable to the Contractor for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Contractor arising out of or in connection with these terms and conditions or the termination of these terms and conditions or any Contract awarded. The provisions of Clauses 1) (definitions and interpretation) 14)(warranties and indemnities), 15)(insurance), 16)(tax clearance) 17)(confidentiality), 19) (termination) 21) (notices) 22 (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of these terms and conditions. The events and circumstances listed in this sub-clause are as follows— the Contractor substantially fails to comply with this agreement the Purchaser considers that a failure of the Contractor to comply with this contract may create an immediate and serious threat to the environment or to public safety or health it appears necessary or expedient to the Purchaser in the interest of environmental protection or public safety or health or the discharge of the Purchaser's duties under the law any of the events or circumstances set out at sub-clause 19.2.1 to 19.2.16 above, or a similar event anywhere, occurs in relation to the Contractor: If any of the events or circumstances in sub-clause 19.7 occur then the Purchaser may give notice at any time requiring the Contractor to take such steps as the Purchaser considers necessary or expedient to mitigate or avoid the event or circumstances in question. Such steps may include the Purchaser, or a replacement contractor appointed by the Purchaser (a Substitute Contractor), supplying equipment in place of the Plant. If the Purchaser gives a notice under sub-clause 19.8, payment of any money due by the Purchaser to the Contractor will be postponed, and the Purchaser is not required to make any further payment to the Contractor until after the expiry of the Rental Period, when any liability of the Contractor to the Purchaser under this contract has been established. The Contractor must co-operate, as instructed by the Purchaser, with any Substitute Contractor. The Purchaser may from time to time certify the cost incurred by the Purchaser in taking steps under sub-clauses 19.7, 19.8, 19.9 and 19.10, including the additional cost of any Substitute Contractor and associated procurement and administrative expenses. Insofar as the amount of such costs exceeds the amount the Purchaser would have paid had the Purchaser not acted under this clause, the Contractor must reimburse the Purchaser on demand. When, in the Purchaser's opinion, the events or circumstances in question have passed such that it is no longer necessary for the steps referred to in a notice under this sub-clause to be taken, (and if this contract has not been transferred) the Purchaser may give the Contractor a further notice requiring the Contractor to resume performance of this contract as before or otherwise instructed in the notice. The Purchaser may, by one or more further notices, amend a notice given under sub-clause 19.8. If any of the events or circumstances listed in sub-clause 19.7 occurs, the Purchaser may, by notice to the Contractor, transfer the Contractor's rights and obligations under this contract to a Substitute Contractor. Such a notice will take effect on the date it is given, or on such other date as is stated in the notice, to novate the Contractor's rights and obligations under this contract, from and after the date on which the notice takes effect, to the Substitute Contractor. A Substitute Contractor appointed by the Purchaser may be one of the following: Another contractor admitted to the DPS Another contractor who was selected to tender for this contract If, in the Purchaser's opinion, no suitable contractor within sub-clauses 19.15.1 and 19.15.2 above is available, another contractor the Purchaser considers suitable for transfer of the Contract.
Appears in 1 contract
Samples: Plant Hire Contract
Termination and Substitution. These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; the Contractor contravenes Clause 20; the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; the Contractor ceases or threatens to cease to carry on business; being a company, the Contractor is struck off the register of companies; being a company, a petition being presented to wind it up and not being dismissed within 14 days after presentation being a company, a meeting of its creditors or members being held for the purpose of considering a resolution to wind it up being a company, entering or proposing to enter an arrangement with or for the benefit of its creditors being a company, a petition being presented to appoint an examiner a Purchaser reasonably believes that any of the events mentioned in Sub-clauses 19.2.3 to 19.2.10 inclusive or any analogous event is about to occur in relation to the Contractor in any jurisdiction and notifies the Contractor accordingly; any representation made by the Contractor in connection with these terms and conditions shall in the opinion of a Purchaser prove to be untrue or incorrect in a material respect as of the date when made; the Contractor has committed any fraudulent act or any criminal activity or is guilty of gross negligence in the performance of these terms and conditions; a Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any employee of any Purchaser with a view towards securing any agreement for the provision of the Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or it is suspected (acting reasonably) that the Contractor has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Contractor may be reported by a Purchaser to the Competition & Consumer Protection Commission, and a Purchaser may take any other steps permitted by law. the Purchaser is of the reasonable opinion that the Contractor does not have sufficient capacity or is unavailable to complete the Services. Should conditions arise which, in the opinion of the Purchaser in its absolute discretion, necessitate the termination of these terms and conditions, the Purchaser may terminate these terms and conditions upon written notice to the Contractor. Termination of these terms and conditions pursuant to sub-clauses 19.1, 19.2, or 19.3 above shall not relieve or discharge either the Contractor or the Purchaser from any obligations which have accrued prior to such termination. The Purchaser shall not be liable to the Contractor for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Contractor arising out of or in connection with these terms and conditions or the termination of these terms and conditions or any Contract awarded. The provisions of Clauses 1) 1 (definitions and interpretation) 14)(warranties 14(warranties and indemnities), 15)(insurance15(insurance), 16)(tax 16(tax clearance) 17)(confidentiality17(confidentiality), 19) 19 (termination) 21) 21 (notices) 22 (waiver) 26) 26 (publicity) 27) 27 (data protection) 29) (freedom of information) 30) 30 (governing law) and 31) 31 (dispute resolution) shall survive the termination or expiry of these terms and conditions. The events and circumstances listed in this sub-clause are as follows— the Contractor substantially fails to comply with this agreement the Purchaser considers that a failure of the Contractor to comply with this contract may create an immediate and serious threat to the environment or to public safety or health it appears necessary or expedient to the Purchaser in the interest of environmental protection or public safety or health or the discharge of the Purchaser's duties under the law any of the events or circumstances set out at sub-clause 19.2.1 to 19.2.16 above, or a similar event anywhere, occurs in relation to the Contractor: If any of the events or circumstances in sub-clause 19.7 occur then the Purchaser may give notice at any time requiring the Contractor to take such steps as the Purchaser considers necessary or expedient to mitigate or avoid the event or circumstances in question. Such steps may include the Purchaser, or a replacement contractor appointed by the Purchaser (a Substitute Contractor), supplying equipment in place of the Plant. If the Purchaser gives a notice under sub-clause 19.8, payment of any money due by the Purchaser to the Contractor will be postponed, and the Purchaser is not required to make any further payment to the Contractor until after the expiry of the Rental Period, when any liability of the Contractor to the Purchaser under this contract has been established. The Contractor must co-operate, as instructed by the Purchaser, with any Substitute Contractor. The Purchaser may from time to time certify the cost incurred by the Purchaser in taking steps under sub-clauses 19.7, 19.8, 19.9 and 19.10, including the additional cost of any Substitute Contractor and associated procurement and administrative expenses. Insofar as the amount of such costs exceeds the amount the Purchaser would have paid had the Purchaser not acted under this clause, the Contractor must reimburse the Purchaser on demand. When, in the Purchaser's opinion, the events or circumstances in question have passed such that it is no longer necessary for the steps referred to in a notice under this sub-clause to be taken, (and if this contract has not been transferred) the Purchaser may give the Contractor a further notice requiring the Contractor to resume performance of this contract as before or otherwise instructed in the notice. The Purchaser may, by one or more further notices, amend a notice given under sub-clause 19.8. If any of the events or circumstances listed in sub-clause 19.7 occurs, the Purchaser may, by notice to the Contractor, transfer the Contractor's rights and obligations under this contract to a Substitute Contractor. Such a notice will take effect on the date it is given, or on such other date as is stated in the notice, to novate the Contractor's rights and obligations under this contract, from and after the date on which the notice takes effect, to the Substitute Contractor. A Substitute Contractor appointed by the Purchaser may be one of the following: Another contractor admitted to the DPS Another contractor who was selected to tender for this contract If, in the Purchaser's opinion, no suitable contractor within sub-clauses 19.15.1 and 19.15.2 above is available, another contractor the Purchaser considers suitable for transfer of the Contract.
Appears in 1 contract
Samples: Plant Hire Contract
Termination and Substitution. 19.1 These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. .
19.2 Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: :
19.2.1 the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; ;
19.2.2 the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; ;
19.2.3 the Contractor contravenes Clause 20; ;
19.2.4 the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; ;
19.2.5 the Contractor ceases or threatens to cease to carry on business; ;
19.2.6 being a company, the Contractor is struck off the register of companies; ;
19.2.7 being a company, a petition being presented to wind it up and not being dismissed within 14 days after presentation presentation
19.2.8 being a company, a meeting of its creditors or members being held for the purpose of considering a resolution to wind it up up
19.2.9 being a company, entering or proposing to enter an arrangement with or for the benefit of its creditors creditors
19.2.10 being a company, a petition being presented to appoint an examiner examiner
19.2.11 a Purchaser reasonably believes that any of the events mentioned in Sub-clauses 19.2.3 to 19.2.10 inclusive or any analogous event is about to occur in relation to the Contractor in any jurisdiction and notifies the Contractor accordingly; any representation made by the Contractor in connection with these terms and conditions shall in the opinion of a Purchaser prove to be untrue or incorrect in a material respect as of the date when made; the Contractor has committed any fraudulent act or any criminal activity or is guilty of gross negligence in the performance of these terms and conditions; a Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any employee of any Purchaser with a view towards securing any agreement for the provision of the Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or it is suspected (acting reasonably) that the Contractor has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Contractor may be reported by a Purchaser to the Competition & Consumer Protection Commission, and a Purchaser may take any other steps permitted by law. the Purchaser is of the reasonable opinion that the Contractor does not have sufficient capacity or is unavailable to complete the Services. Should conditions arise which, in the opinion of the Purchaser in its absolute discretion, necessitate the termination of these terms and conditions, the Purchaser may terminate these terms and conditions upon written notice to the Contractor. Termination of these terms and conditions pursuant to sub-clauses 19.1, 19.2, or 19.3 above shall not relieve or discharge either the Contractor or the Purchaser from any obligations which have accrued prior to such termination. The Purchaser shall not be liable to the Contractor for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Contractor arising out of or in connection with these terms and conditions or the termination of these terms and conditions or any Contract awarded. The provisions of Clauses 1) (definitions and interpretation) 14)(warranties and indemnities), 15)(insurance), 16)(tax clearance) 17)(confidentiality), 19) (termination) 21) (notices) 22 (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of these terms and conditions. The events and circumstances listed in this sub-clause are as follows— the Contractor substantially fails to comply with this agreement the Purchaser considers that a failure of the Contractor to comply with this contract may create an immediate and serious threat to the environment or to public safety or health it appears necessary or expedient to the Purchaser in the interest of environmental protection or public safety or health or the discharge of the Purchaser's duties under the law any of the events or circumstances set out at sub-clause 19.2.1 to 19.2.16 above, or a similar event anywhere, occurs in relation to the Contractor: If any of the events or circumstances in sub-clause 19.7 occur then the Purchaser may give notice at any time requiring the Contractor to take such steps as the Purchaser considers necessary or expedient to mitigate or avoid the event or circumstances in question. Such steps may include the Purchaser, or a replacement contractor appointed by the Purchaser (a Substitute Contractor), supplying equipment in place of the Plant. If the Purchaser gives a notice under sub-clause 19.8, payment of any money due by the Purchaser to the Contractor will be postponed, and the Purchaser is not required to make any further payment to the Contractor until after the expiry of the Rental Period, when any liability of the Contractor to the Purchaser under this contract has been established. The Contractor must co-operate, as instructed by the Purchaser, with any Substitute Contractor. The Purchaser may from time to time certify the cost incurred by the Purchaser in taking steps under sub-clauses 19.7, 19.8, 19.9 and 19.10, including the additional cost of any Substitute Contractor and associated procurement and administrative expenses. Insofar as the amount of such costs exceeds the amount the Purchaser would have paid had the Purchaser not acted under this clause, the Contractor must reimburse the Purchaser on demand. When, in the Purchaser's opinion, the events or circumstances in question have passed such that it is no longer necessary for the steps referred to in a notice under this sub-clause to be taken, (and if this contract has not been transferred) the Purchaser may give the Contractor a further notice requiring the Contractor to resume performance of this contract as before or otherwise instructed in the notice. The Purchaser may, by one or more further notices, amend a notice given under sub-clause 19.8. If any of the events or circumstances listed in sub-clause 19.7 occurs, the Purchaser may, by notice to the Contractor, transfer the Contractor's rights and obligations under this contract to a Substitute Contractor. Such a notice will take effect on the date it is given, or on such other date as is stated in the notice, to novate the Contractor's rights and obligations under this contract, from and after the date on which the notice takes effect, to the Substitute Contractor. A Substitute Contractor appointed by the Purchaser may be one of the following: Another contractor admitted to the DPS Another contractor who was selected to tender for this contract If, in the Purchaser's opinion, no suitable contractor within sub-clauses 19.15.1 and 19.15.2 above is available, another contractor the Purchaser considers suitable for transfer of the Contract.clauses
Appears in 1 contract
Samples: Plant Hire Contract
Termination and Substitution. These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; the Contractor contravenes Clause 20; the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; the Contractor ceases or threatens to cease to carry on business; being a company, the Contractor is struck off the register of companies; being a company, a petition being presented to wind it up and not being dismissed within 14 days after presentation being a company, a meeting of its creditors or members being held for the purpose of considering a resolution to wind it up being a company, entering or proposing to enter an arrangement with or for the benefit of its creditors being a company, a petition being presented to appoint an examiner a Purchaser reasonably believes that any of the events mentioned in Sub-clauses 19.2.3 to 19.2.10 inclusive or any analogous event is about to occur in relation to the Contractor in any jurisdiction and notifies the Contractor accordingly; any representation made by the Contractor in connection with these terms and conditions shall in the opinion of a Purchaser prove to be untrue or incorrect in a material respect as of the date when made; the Contractor has committed any fraudulent act or any criminal activity or is guilty of gross negligence in the performance of these terms and conditions; a Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any employee of any Purchaser with a view towards securing any agreement for the provision of the Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or it is suspected (acting reasonably) that the Contractor has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Contractor may be reported by a Purchaser to the Competition & Consumer Protection Commission, and a Purchaser may take any other steps permitted by law. the Purchaser is of the reasonable opinion that the Contractor does not have sufficient capacity or is unavailable to complete the Services. Should conditions arise which, in the opinion of the Purchaser in its absolute discretion, necessitate the termination of these terms and conditions, the Purchaser may terminate these terms and conditions upon written notice to the Contractor. Termination of these terms and conditions pursuant to sub-clauses 19.1, 19.2, or 19.3 above shall not relieve or discharge either the Contractor or the Purchaser from any obligations which have accrued prior to such termination. The Purchaser shall not be liable to the Contractor for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Contractor arising out of or in connection with these terms and conditions or the termination of these terms and conditions or any Contract awarded. The provisions of Clauses 1) (definitions and interpretation) 14)(warranties and indemnities), 15)(insurance), 16)(tax clearance) 17)(confidentiality), 19) (termination) 21) (notices) 22 (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of these terms and conditions. The events and circumstances listed in this sub-clause are as follows— the Contractor substantially fails to comply with this agreement the Purchaser considers that a failure of the Contractor to comply with this contract may create an immediate and serious threat to the environment or to public safety or health it appears necessary or expedient to the Purchaser in the interest of environmental protection or public safety or health or the discharge of the Purchaser's duties under the law any of the events or circumstances set out at sub-clause 19.2.1 to 19.2.16 above, or a similar event anywhere, occurs in relation to the Contractor: If any of the events or circumstances in sub-clause 19.7 occur then the Purchaser may give notice at any time requiring the Contractor to take such steps as the Purchaser considers necessary or expedient to mitigate or avoid the event or circumstances in question. Such steps may include the Purchaser, or a replacement contractor appointed by the Purchaser (a Substitute Contractor), supplying equipment in place of the Plant. If the Purchaser gives a notice under sub-clause 19.8, payment of any money due by the Purchaser to the Contractor will be postponed, and the Purchaser is not required to make any further payment to the Contractor until after the expiry of the Rental Period, when any liability of the Contractor to the Purchaser under this contract has been established. The Contractor must co-operate, as instructed by the Purchaser, with any Substitute Contractor. The Purchaser may from time to time certify the cost incurred by the Purchaser in taking steps under sub-clauses 19.7, 19.8, 19.9 and 19.10, including the additional cost of any Substitute Contractor and associated procurement and administrative expenses. Insofar as the amount of such costs exceeds the amount the Purchaser would have paid had the Purchaser not acted under this clause, the Contractor must reimburse the Purchaser on demand. When, in the Purchaser's opinion, the events or circumstances in question have passed such that it is no longer necessary for the steps referred to in a notice under this sub-clause to be taken, (and if this contract has not been transferred) the Purchaser may give the Contractor a further notice requiring the Contractor to resume performance of this contract as before or otherwise instructed in the notice. The Purchaser may, by one or more further notices, amend a notice given under sub-clause 19.8. If any of the events or circumstances listed in sub-clause 19.7 occurs, the Purchaser may, by notice to the Contractor, transfer the Contractor's rights and obligations under this contract to a Substitute Contractor. Such a notice will take effect on the date it is given, or on such other date as is stated in the notice, to novate the Contractor's rights and obligations under this contract, from and after the date on which the notice takes effect, to the Substitute Contractor. A Substitute Contractor appointed by the Purchaser may be one of the following: Another contractor admitted to the DPS Another contractor who was selected to tender for this contract If, in the Purchaser's opinion, no suitable contractor within sub-clauses 19.15.1 and 19.15.2 above is available, another contractor the Purchaser considers suitable for transfer of the Contract.;
Appears in 1 contract
Samples: Plant Hire Contract
Termination and Substitution. These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; the Contractor contravenes Clause 20; the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; the Contractor ceases or threatens to cease to carry on business; being a company, the Contractor is struck off the register of companies; being a company, a petition being presented to wind it up and not being dismissed within 14 days after presentation being a company, a meeting of its creditors or members being held for the purpose of considering a resolution to wind it up being a company, entering or proposing to enter an arrangement with or for the benefit of its creditors being a company, a petition being presented to appoint an examiner a Purchaser reasonably believes that any of the events mentioned in Sub-clauses 19.2.3 to 19.2.10 inclusive or any analogous event is about to occur in relation to the Contractor in any jurisdiction and notifies the Contractor accordingly; any representation made by the Contractor in connection with these terms and conditions shall in the opinion of a Purchaser prove to be untrue or incorrect in a material respect as of the date when made; the Contractor has committed any fraudulent act or any criminal activity or is guilty of gross negligence in the performance of these terms and conditions; a Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any employee of any Purchaser with a view towards securing any agreement for the provision of the Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or it is suspected (acting reasonably) that the Contractor has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Contractor may be reported by a Purchaser to the Competition & Consumer Protection Commission, and a Purchaser may take any other steps permitted by law. the Purchaser is of the reasonable opinion that the Contractor does not have sufficient capacity or is unavailable to complete the Services. Should conditions arise which, in the opinion of the Purchaser in its absolute discretion, necessitate the termination of these terms and conditions, the Purchaser may terminate these terms and conditions upon written notice to the Contractor. Termination of these terms and conditions pursuant to sub-clauses 19.1, 19.2, or 19.3 above shall not relieve or discharge either the Contractor or the Purchaser from any obligations which have accrued prior to such termination. The Purchaser shall not be liable to the Contractor for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Contractor arising out of or in connection with these terms and conditions or the termination of these terms and conditions or any Contract awarded. The provisions of Clauses 1) (definitions and interpretation) 14)(warranties and indemnities), 15)(insurance), 16)(tax clearance) 17)(confidentiality), 19) (termination) 21) (notices) 22 (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of these terms and conditions. The events and circumstances listed in this sub-clause are as follows— the Contractor substantially fails to comply with this agreement the Purchaser considers that a failure of the Contractor to comply with this contract may create an immediate and serious threat to the environment or to public safety or health it appears necessary or expedient to the Purchaser in the interest of environmental protection or public safety or health or the discharge of the Purchaser's duties under the law any of the events or circumstances set out at sub-clause 19.2.1 to 19.2.16 above, or a similar event anywhere, occurs in relation to the Contractor: If any of the events or circumstances in sub-clause 19.7 occur then the Purchaser may give notice at any time requiring the Contractor to take such steps as the Purchaser considers necessary or expedient to mitigate or avoid the event or circumstances in question. Such steps may include the Purchaser, or a replacement contractor appointed by the Purchaser (a Substitute Contractor), supplying equipment in place of the Plant. If the Purchaser gives a notice under sub-clause 19.8, payment of any money due by the Purchaser to the Contractor will be postponed, and the Purchaser is not required to make any further payment to the Contractor until after the expiry of the Rental Period, when any liability of the Contractor to the Purchaser under this contract has been established. The Contractor must co-operate, as instructed by the Purchaser, with any Substitute Contractor. The Purchaser may from time to time certify the cost incurred by the Purchaser in taking steps under sub-clauses 19.7, 19.8, 19.9 and 19.10, including the additional cost of any Substitute Contractor and associated procurement and administrative expenses. Insofar as the amount of such costs exceeds the amount the Purchaser would have paid had the Purchaser not acted under this clause, the Contractor must reimburse the Purchaser on demand. When, in the Purchaser's opinion, the events or circumstances in question have passed such that it is no longer necessary for the steps referred to in a notice under this sub-clause to be taken, (and if this contract has not been transferred) the Purchaser may give the Contractor a further notice requiring the Contractor to resume performance of this contract as before or otherwise instructed in the notice. The Purchaser may, by one or more further notices, amend a notice given under sub-clause 19.8. If any of the events or circumstances listed in sub-clause 19.7 occurs, the Purchaser may, by notice to the Contractor, transfer the Contractor's rights and obligations under this contract to a Substitute Contractor. Such a notice will take effect on the date it is given, or on such other date as is stated in the notice, to novate the Contractor's rights and obligations under this contract, from and after the date on which the notice takes effect, to the Substitute Contractor. A Substitute Contractor appointed by the Purchaser may be one of the following: Another contractor admitted to the DPS Another contractor who was selected to tender for this contract If, in the Purchaser's opinion, no suitable contractor within sub-clauses 19.15.1 and 19.15.2 above is available, another contractor the Purchaser considers suitable for transfer of the Contract.
Appears in 1 contract
Samples: Plant Hire Contract
