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Collaborative
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1

Working together

2

Primary obligations of the purchaser

3

Primary obligations of the supplier

4

Risk allocation

5

Performance management

6

Payment

7

General terms

8

Legal definitions

8

Collaborative construction terms

Legal definitions

8.1

"Actual Cost"

means the actual cost incurred by the Supplier in carrying out the Services net of all discounts, rebates and taxes which can be recovered by the Supplier, ascertained on an open book basis in accordance with clauses 6.1 to 6.14 including any additional sums payable in accordance with clause 4 but excluding any amounts in respect of profits, central office overheads, administration and the like (which are exclusively contained in the Supplier’s Margin);

"Client"

means the person identified in the Purchase Order as the Client who is procuring the Project (who may also be the Purchaser);

8.3

"Client's Brief"

means the document or documents describing (in output terms) the Client’s requirements for the Project, a copy of which is (or will be once finalised) attached to the Purchase Order;

8.4

"Completion Date(s)"

means the date or dates on which the Purchaser certifies that the Services or individual stages/sections are complete in accordance with clause 7.9;

8.5

"Contract"

means the agreement between the Purchaser and the Supplier relating to the provision of the Services comprising the Purchase Order, these terms and any other documents referred to in the Purchase Order;

8.6

"Contract Sum"

means the amount payable to the Supplier for performing the Services;

8.7

"Date or Dates for Completion"

means the date or dates specified in the Purchase Order for completion of the Services or separate stages/sections of the Services subject to any adjustments in accordance with clause 4;

8.8

"Dispute Resolution Procedure"

means the procedure for resolving disputes as set out in clauses 7.27 to 7.30;

8.9

"Guaranteed Maximum Cost"

means the maximum payment (excluding the amount of the Supplier’s Margin) for the performance of the Services that the Supplier will be entitled to receive under the Contract as recorded in the Purchase Order (subject to any revision in accordance with clause 4);

8.10

"Key Performance Indicators"

means, as appropriate to the context, the Key Performance Indicators of the Supplier’s performance and the Key Performance Indicators of the Purchaser’s performance as set out in, or attached to, the Purchase Order;

8.11

"Other Party"

means the party which entered into the Purchaser’s Contract with the Purchaser;

8.12

"Overriding Principle"

means the principle set out in clause 1.1;

8.13

"Payment Schedule"

means the Payment Schedule (if any) showing the payments due to the Supplier by reference to completed activities or milestones or progress against the Project Programme or other programme applicable to the provision of the Services which is agreed between the Supplier and the Purchaser and attached to the Purchase Order, as amended in accordance with the Contract;

8.14

"Project"

means the Client’s project (as described in the Client’s Brief) for which the Services are to be provided or, in the event that the Supplier is engaged before the Client’s Brief is finalised, the Client’s proposed project that will later be described in the Client’s Brief;

8.15

"Project Participants"

means the parties engaged by the Client or by any supplier to provide work and/or services to or for the Client in relation to the Project from time to time;

8.16

"Project Programme"

means the programme showing the proposed sequence of events for the delivery of the Services and the Project;

8.17

"Project Team"

means the integrated team involved in managing the delivery of the Project comprising the Client and the persons listed in the Purchase Order and any additional persons who may become members of the Project Team from time to time in accordance with clause 1.2;

8.18

"Purchaser"

means the party to the Contract who is identified in the Purchase Order (who may also be the Client ) who is procuring the Services;

8.19

"Purchase Order"

means the Purchase Order issued by the Purchaser and accepted by the Supplier which incorporates these terms by reference;

8.20

"Purchaser's Brief"

means (if the Purchaser is not also the Client) the document or documents (if any) describing the Purchaser’s requirements which the Supplier is to satisfy by the performance of the Services, a copy of which is attached to the Purchase Order;

8.21

"Purchaser's Contract"

means the contract under which the Purchaser is engaged in relation to the Project;

8.22

"Purchaser's Representative"

means the representative appointed by the Purchaser in accordance with clause 2.5 or any replacement;

8.23

"Relief Event"

means any one or more of the events described in clause 4.5;

8.24

"Risk Allocation Schedule"

means the document of the same name set out in, or attached to, the Purchaser Order setting out the allocation of the risks specified between the Purchaser and the Supplier;

8.25

"Risk Register"

means the register of risks identified in relation to the Project in accordance with clause 4.1 as updated and amended from time to time in accordance with clause 4.2;

means the place or places where the Project is to be constructed, as set out in the Purchase Order;

"Services"

means the services, work and/or goods to be supplied by the Supplier in accordance with the Contract;

8.28

"Supplier's Margin"

means the amount or percentage set out in the Purchase Order;

8.29

"Supply Chain"

means those members of the Supplier’s supply chain identified in the Purchase Order who will be responsible for the delivery of important elements of the Services together with any additional individuals or organisations engaged by the Supplier during the period of the Contract to assist the Supplier in providing the Services;

8.30

"Target Cost"

means the sum so identified in the Purchase Order in relation to the performance of the Services (subject to any revision in accordance with clauses 4 and 6).

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