Specialist sub-contractor terms and conditions

We are a mechanical contractor that has signed up to the same conditions as the main contractor on an NEC3 contract. However, we have to employ specialist sub-contractors to ourselves, some are named others are not. If we received quotations from these companies and subsequently wrote them an order based on “as per your quotation” are they signed up to the same conditions as ourselves or because the order was made in such a basic way have we actually accepted their terms and conditions as may have been contained within their smallprint. How should we have got them on the same deal as ourselves - it feels like our sub-contractors are holding us to ransom requiring costs to be agreed between ourselves and them when we can’t get that agreement from the project.

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From the words in your question, I am interpreting it so that when you say “quotation” you do not mean a quotation for a compensation event, but an offer to enter into a contract. I will answer the question on that basis, but please correct me if I have read it wrong.

In brief, under contract law, to enter into a contract someone has to make an offer and that offer has to be accepted in its entirety : if you say “I accept your price but the not the conditions of contract” that is not a legal offer.

So it depends, but in simple terms :

  • if you put the tender out and said we want a price under these NEC conditions and they just offered you a price, then when you accepted their offer, the Parties entered into a contract on the terms you put forward.
  • if, on the other hand, their offer said something like, here is our Price for doing the work under our own terms and conditions, and you responded as you said, then you would have accepted their Price and terms.

In real life, correspondence is often not as clear cut as this though, so you have to look at the timing of any correspondence and the wording within the correspondence.