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Ustawodawca w Dziale IV  ustawy pzp dużo miejsca poświęca podwykonawstwu i dalszemu podwykonawstwu na roboty budowlane w przypadku zamówienia na roboty budowlane. Znajdują się tam regulacje związane z koniecznością przedkładania zamawiającemu przez wykonawcę, podwykonawcę i dalszego podwykonawcę projektów umów o podwykonawstwo, której przedmiotem są roboty budowlane, poświadczonej za zgodność z oryginałem kopii zawartej umowy o podwykonawstwo na roboty budowlane, a także zmian do umowy o takie podwykonawstwo. W art. 143d pzp znajdują się także obligatoryjne elementy umowy o roboty budowlane, dotyczące podwykonawstwa. W sytuacji, gdy zamawiający zaakceptował umowy o podwykonawstwo na roboty budowlane z podwykonawcami i dalszymi podwykonawcami, dokonuje on bezpośredniej zapłaty wymagalnego wynagrodzenia, przysługującemu podwykonawcy lub dalszemu podwykonawcy, w przypadku uchylenia się od obowiązku wypłacenia tego wynagrodzenia przez podmiot do tego zobowiązany.

Co do dostaw i usług, przepisy ustawy pzp regulują jedynie sytuację, gdy wykonawca zamówienia na roboty budowlane zawiera z podwykonawcami umowę o dostawę lub usługę. W takim przypadku wykonawca ma obowiązek przedłożyć zamawiającemu poświadczoną za zgodność z oryginałem kopię zawartej umowy o podwykonawstwo na dostawę lub usługę, w terminie 7 dni od dania jej zawarcia, a zamawiający może dokonać bezpośredniej zapłaty wymagalnego wynagrodzenia tym podwykonawcom, którzy zawarli przedłożoną zamawiającemu umowę o podwykonawstwo na dostawę lub usługę, w przypadku gdy wykonawca uchyla się od obowiązku zapłaty.

Przepisy ustawy pzp nie zawierają uregulowań co do zapisów umownych dotyczących podwykonawstwa w zamówieniach na usługi i dostawy, obowiązków wykonawcy zamówienia na dostawy i usługi, dotyczących podwykonawstwa, ani uprawnień zamawiającego w stosunku do podwykonawców w zamówieniu na usługi i dostawy.

Może analogia ?

I tu w literaturze pojawiają się przeróżne pomysły. Wiadomo, że wszędzie tam gdzie jest jakaś luka trzeba ją natychmiast zapełnić, wszak przyroda próżni nie znosi. Tylko, czy stosowanie w przypadku zamówień na usługi i dostawy np. analogii dotyczących podwykonawstwa w zamówieniach na roboty budowlane jest naprawdę dobrym pomysłem ? Zastanówmy się…

Zamawiający chcący w umowie na dostawę lub usługę zastosować taką analogię nie może wprost powołać się na przepisy art. 143b – 143d pzp, musi te przepisy odpowiednio „przerobić” i dać się ponieść radosnej twórczości (przez duże „TFU” można nawet rzec :-)). Tu czyha na zamawiającego cała masa pułapek z systemem dźwigni i zapadni, bo jeden nieprzemyślany zapis, może wystrzelić w kosmos pozostałe, a zapisy nie powiązane z sankcjami staną się zupełnie bezużyteczne.

Zamawiający więc musi na początek nałożyć na siebie nikomu niepotrzebny obowiązek solidarnej odpowiedzialności z wykonawcą za zapłatę wynagrodzenia podwykonawcom. Musi zobowiązać się do analizowania zapisów umów o podwykonawstwo i kontrolowania ich wykonywania (w tym monitorowania zmian). Musi ustalić terminy przedkładania projektów umów o podwykonawstwo i kopii umów o podwykonawstwo, warunki i terminy zgłaszania swojego sprzeciwu co do zapisów projektów, albo przedstawionych zawartych już umów oraz konsekwencje nie wniesienia sprzeciwu. Wykonawcę natomiast musi zamawiający wyposażyć w obowiązek uzgadniania z nim zapisów umownych z podwykonawcami, zmiany do umów i do udowadniania wykonania wobec podwykonawców obowiązku wypłaty wynagrodzenia (w przeciwnym wypadku nie zapłaci wykonawcy, ale przed dokonaniem bezpośredniej zapłaty wynagrodzenia podwykonawcom będzie musiał przeprowadzić postępowanie dowodowe na okoliczność zasadności roszczeń podwykonawców). Będzie musiał zapisać w umowie, czy w przypadku konieczności dokonywania wypłat bezpośrednich ma prawo zerwać umowę z wykonawcą.

No i na koniec mocne uderzenie – kary umowne ! Za nie przedstawienie w terminie projektów umów o podwykonawstwo, projektów zmian, kopii zawartych umów, kopii aneksów – x% z wynagrodzenia. To są podstawowe sankcje, ja dodam jeszcze od siebie, znając wyobraźnię zamawiających, że mogą pokusić się o nakładanie kar umownych za nie informowanie zamawiającego o wszelkich zmianach danych podwykonawców oraz za dokonanie wypłaty bezpośredniej na rzecz podwykonawcy (po co zaraz rozwiązywać umowę).

Really ?????!!!! Na pierwszy rzut oka widać absurdalność tych zapisów…

Swoboda zamawiającego, a ograniczanie uczciwej konkurencji

Nie bez powodu ustawodawca w ustawie pzp szeroko opisuje obowiązki wykonawcy robót budowlanych i uprawnienia zamawiającego w przypadku podwykonawstwa w zamówieniu na roboty budowlane (włączając podwykonawstwo na usługi i dostawy w robotach budowlanych), a pomija te kwestie w zamówieniach na dostawy i usługi. Dla porównania można również wziąć pod uwagę przepisy Kodeksu Cywilnego. W tytule XVI KC (umowa o roboty budowlane) również znajdują się szczegółowe uregulowania dotyczące podwykonawstwa w robotach budowlanych, obowiązków wykonawcy, odpowiedzialności inwestora i jego uprawnień (przepis art. 6471 KC w nowym brzmieniu od 01.06.2017 r.). Inne przepisy dotyczące zobowiązań umownych, np. zlecenie, nie zawierają szczegółowych, rygorystycznych uregulowań, dotyczących umowy o podwykonawstwo, w ramach umów.

Co prawda cywilistyczna zasada swobody zawierania umów, wynikająca z przepisu art. 3531 KC, traktuje, że strony mogą dowolnie ułożyć stosunek cywilnoprawny, byleby mieścił się on w przepisach prawa i zasadach współżycia społecznego i nie sprzeciwiał się naturze tego stosunku. W tym przypadku jednak powoływanie się na swobodę zawierania umów jest dużym nadużyciem. Wykonawca w postępowaniu o zamówienie publiczne nie ma bowiem swobody kształtowania zapisów przyszłej umowy. To zamawiający kreuje kształt umowy (zgodnie z art. 36 ust. 1 pkt 16) pzp składnikiem specyfikacji istotnych warunków zamówienia są istotne postanowienia umowy, ogólne warunki umowy albo wzór umowy). Wykonawca, który nie będzie akceptował, nie wynikających ani z przepisów ustawy pzp, ani ustawy KC, a jedynie z widzimisię zamawiającego, nadmiernych obowiązków, dotyczących podwykonawstwa, opisanych we wzorze umowy i sankcji z nimi związanymi, w ogóle nie złoży oferty w postępowaniu.

Działanie zamawiającego, polegające na zaprojektowaniu nadmiernie uciążliwych zapisów umowy nosi znamiona naruszenia uczciwej konkurencji, wyrażonej w art. 7 ust. 1 pzp. Nie idźmy więc tą drogą… Zamawiający przy konstruowaniu umowy w zamówieniu na dostawy i usługi powinien więc samoograniczać swoje żądania i poruszać się w granicach określonych przepisami powszechnie obowiązującego prawa. W szczególności nie powinien zawierać w takich umowach zapisów nie mających wprost odzwierciedlenia w ustawie pzp.

Zamawiający powinien w umowach o dostawy i usługi pozostawić miejsce do wpisania podwykonawców i zapisać w nich obowiązek zgłaszania nowych podwykonawców, podawania przez wykonawcę danych podwykonawców, informowania o zmianach tych danych, jak również może w umowie przypomnieć o tym, że ustanowienie podwykonawcy nie zwalnia wykonawcy z odpowiedzialności za należyte wykonanie zamówienia.

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