General Conditions of Contract for Services (“the Conditions”) 1. Interpretation 1.1 In these Conditions: - "the Contract" means the agreement made between the University and the Contractor, as evidenced by the Order, these Conditions, and any specifications, plans, patterns, samples, drawings and/or other documents (whether provided by the Contractor or otherwise) as are expressly referred to therein or are incorporated therein by express agreement between the Parties; - "the Contract Price" means the price exclusive of Value Added Tax payable to the Contractor by the University under the Contract for the full and proper performance by the Contractor of its obligations under the Contract; - "the Contractor" means the person who by the Contract undertakes to supply the Services to the University as is provided for in the Contract; where the Contractor is an individual or partnership, the expression shall include the personal representatives of that individual or of the partners; - "Order" means the University’s purchase order or other official document specifying the University’s requirements for the Contract to which these Conditions are annexed, and as more particularly described in Condition 2; - "the Services" means all works, services and such other things as the Contractor is required to provide, as more particularly set out in the Contract, and shall, where the context requires, include the provision of any materials, equipment, articles or other goods; - "the University" means The University of Warwick. 1.2 Unless the context otherwise requires, reference in these Conditions to any enactment, order, regulation or other similar instrument shall be construed as a reference to the enactment, order, regulation or instrument as amended or reenacted by any subsequent enactment, order, regulation or instrument. 1.3 The headings to these Conditions shall not affect their interpretation. 1.4 Any decision, act or thing which either party to the Contract is required to take or do under the Contract may be requested by any officer or employee of the other party authorised, either generally or specially, by that other party to make such a request, provided that upon receipt of a written request from one party the other party shall inform the party requesting the information of the name of any such officer or employee. 2. Issuing and Acceptance of Orders 2.1 All Orders shall be in writing and signed by an authorised officer of the University. Any Orders that are not issued in accordance with the requirements of this condition shall not constitute a valid offer to the Contractor, and the University will not be liable in respect of the same. 2.2 An Order constitutes an offer on the part of the University to acquire the Services subject to these Conditions. The Contractor may accept such offer expressly in writing, or alternatively, shall be deemed to have accepted the offer by performing the Services specified in the Order. 2.3 The Contractor is deemed to have understood the nature and extent of the Services and to have inspected the Premises, and the University shall not be under any liability in the event that the Contractor has failed to do so.” 3. Services 3.1 The Contractor shall provide the Services promptly and in accordance with any times specified in the Contract. Time of performance is of the essence of the Contract. 3.2 The Services shall be provided using: 3.2.1 due skill and care to the highest industry standards; and 3.2.2 skilled personnel who are properly trained and supervised. 4. Contractor’s Status 4.1 The Contractor shall not act as the University’s agent, employee or partner in performing the Services and no provision of these Conditions shall be deemed to infer an agency, partnership, or employment relationship between the Parties. 4.2 Accordingly : 4.2.1 The Contractor shall not (and shall procure that his agents and servants do not) say or do anything that might lead another person to believe that Contractor is acting as the agent, employee or partner of the University; 4.2.2 The Contractor shall not (and shall procure that his agents and servants do not), without the prior written consent of the University, commit the University to any legally binding agreement, or hold itself out as being able to commit the University, and nothing in the Contract shall impose any liability on the University in respect of any liability so incurred by the Contractor to any other person. 5. Contractor’s Personnel 5.1 If and when requested by the University, the Contractor shall provide the University with a list of names and addresses of all persons who are or may be at any time concerned with the provision of the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars, evidence of identity and/or other supporting evidence as the University may reasonably require. 5.2 The Contractor shall take any steps reasonably required by the University to prevent unauthorised persons being admitted to the Premises. If the University gives the Contractor notice that any person is not to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Services, the Contractor shall take all reasonable steps to comply with such notice as soon as is reasonably practicable. 5.3 Where required by the University, the Contractor shall replace any person removed under this Condition with another suitably qualified person as soon as is reasonably practicable, and procure that any pass issued to the person removed is surrendered to the University. 5.4 Any decision of the University in respect of Conditions 5.1, 5.2 or 5.3 (including any actions or omissions of the Contractor in respect of such Conditions) shall be final. 5.5 The Contractor shall bear the cost of any notice, instruction or decision of the University under this Condition. 6. Free Issue Materials 8.1 Where the University for the purposes of the Contract issues materials free of charge to the Contractor such materials shall be and shall at all times remain the property of the University. 8.2 The Contractor shall ensure that all such materials are maintained in good order and condition, are not lost or damaged and are at all times clearly identifiable as belonging to the University. The Contractor shall use such materials solely in connection with its performance of the Contract. 8.3 The Contractor shall notify the University of any surplus materials remaining after completion of the Services and shall dispose of them as the University may direct. Waste of such materials arising from bad workmanship or negligence of the Contractor or any of his servants agents or sub-contractors shall be made good at the Contractor's expense. Without prejudice to any other of the rights of the University, the Contractor shall deliver up such materials whether processed or not to the University on demand. 7. Performance of the Services 7.1 The Contractor shall commence the Services on the date specified in the Order, and shall complete such Services by the date stated in the Order, or alternatively, shall continue to perform such Services for the period stated in the Order (whichever is applicable). For the avoidance of doubt, time is of the essence of the Contract. 7.2 The University may by written notice require the Contractor to execute the Services in such order as the University may decide. In the absence of such notice the Contractor shall submit such detailed programmes of work and progress reports as the University may from time to time require. 7.3 The Contractor shall not deliver any materials, plant, equipment or other items, nor commence any work on the Premises without obtaining the University's prior consent. 7.4 The Contractor shall have such access to the Premises as it shall reasonably require in order to carry out the Services (whether or not any other works are being carried out at the Premises at the same time). The Contractor shall have no right of exclusive access to the Premises and the Contractor shall co-operate with such other persons requiring access to the Premises, as the University shall reasonably require. 7.5 The University shall have the power at any time during the progress of the Services to order in writing: 7.5.1 the removal from the Premises of any materials which in the opinion of the University are either hazardous, noxious or not in accordance with the Contract; and/or 7.5.2 the substitution of proper and suitable materials; and/or 7.5.3 the removal and proper re-execution of any work, notwithstanding any previous test and/or inspection thereof or interim payment, which, in respect of materials and/or workmanship, is not in the University’s reasonable opinion in accordance with the Contract. 7.6 On completion of the Services the Contractor shall remove its plant, equipment and unused materials and shall clear away from the Premises all rubbish arising out of the Services and leave the Premises in a neat and tidy condition. 8. Audit The Contractor shall keep and maintain until two years after the Contract has been completed records to the satisfaction of the University of all expenditures which are reimbursable by the University and of the hours worked and costs incurred in connection with any employees of the Contractor paid for by the University on a time charge basis. The Contractor shall on request afford the University or his representatives such access to those records as may be required by the University in connection with the Contract. 9. Price and Payment 9.1 The University shall pay the Contractor the Contract Price for the provision of the Services. 9.2 The Contract Price shall be 'net', that is, after deduction of all agreed discounts. It shall include the cost of packaging, packing materials, addressing, labelling, loading and delivery to the addresses named in the Contract or Order. The University shall seek to encourage genuine early settlement discounts and these together with the amount of any duty in addition to the Contract Price (including but not limited to Value Added Tax) shall be shown separately in both the Contract and any invoices rendered by the Contractor. 9.3 The Contract Price shall include all royalties, licence fees or similar expenses in respect of the making, use or exercise by the Contractor of any invention or design for the purpose of performing the Contract. 9.4 All of the Contractor’s invoices shall be rendered on the Contractor’s standard form invoice and shall be clearly marked with the University’s order number, the name of the consignee and a description of the Services concerned. Where the Services have been rendered within the terms of an Order, payment will normally be made by the end of the month following the date of the Contractor's invoice, provided that the Contractor has, in the University’s reasonable opinion, satisfactorily performed all of its obligations under the Contract. A failure to include any of the information described above in an invoice may result in a delay in the payment of that invoice. 9.5 The Contractor shall provide the University with an advice note in respect of each complete performance of the Services and/or of any separable part thereof, such as the University may from time to time require. All advice notes, and any other relevant correspondence with the University shall be clearly marked with the University's order number, the consignee and the description of the Services concerned. 9.6 Payment terms will not be varied without the express authority of the University’s Director of Finance. 10. Intellectual Property 10.1 It shall be a condition of the Contract that the Services will not infringe any patent, trade mark, registered design, copyright or other right in the nature of intellectual property of any third party, except to the extent that such infringement is attributable to the Contractor’s use, in the course of performing the Services, of any designs, documents or other materials provided to the Contractor by the University. The Contractor shall indemnify the University against all actions, claims, demands, costs and expenses which the University may suffer or incur as a result of or in connection with any breach of this Condition. 10.2 All intellectual property rights (including but not limited to ownership and copyright) in any specifications, instructions, plans, drawings, patents, models, designs or other materials that are: 10.2.1 provided to or made available to the Contractor by the University, belong to the University and are vested in the University absolutely; 10.2.2 prepared by or for the Contractor for use, or intended use, in relation to the performance of the Contract are hereby assigned to and shall vest in the University absolutely, and the Contractor shall not and shall procure that his servants and agents shall not (except to the extent necessary for the implementation of the Contract) without prior written consent of the University use or disclose any such specifications, instructions, plans, drawings, patents, models, designs or other material as aforesaid or any other information (whether or not relevant to the Contract) which the Contractor may obtain pursuant to or by reason of the Contract, except information which is in the public domain otherwise than by reason of a breach of this provision. 10.3 In particular (but without prejudice to the generality of the foregoing) the Contractor shall not refer to the University or the Contract nor use the University's logo or other identifier in any advertisement or other public announcement without the University's prior written consent. 10.4 The provisions of this Condition 10 shall apply during the continuance of the Contract and after its termination howsoever arising. 11. Cancellation An Order raised by the University may be cancelled at any time by the University giving the Contractor notice in writing. A fair and reasonable price shall be paid for all work in progress and/or any part of the Services performed at time of the cancellation which is subsequently received by the University. The University shall not be liable for any loss to the Contractor including consequential loss, which arises as a result of the University’s cancellation of the Services pursuant to this Condition. 12. Termination 12.1 The Contract may be terminated at any time with immediate effect on written notice from the University without any liability for damages if : 12.1.1 the Contractor, in the reasonable opinion of the University, breaches any of terms of the Contract, either in relation to provision of the Services or otherwise; or 12.1.2 the Contractor, being an individual, or, where the Contractor is a firm, any partner in that firm shall at any time become bankrupt, or shall have a receiving order, administration order or interim order made against him, or shall make any composition or scheme of arrangement with or for the benefit of his creditors, or shall make any conveyance of assignment for the benefit of his creditors, or shall purport to do so, or if in Scotland he shall become insolvent or notour bankrupt, or any application shall be made for sequestration of his estate, or a trust deed shall be granted by him for the benefit of his creditors; or has a receiver appointed under the Mental Health Act 1983, dies or by reason of any illness (including mental disorder or infirmity), accident or injury or any other cause whatsoever becomes unable to comply with its obligations under the Contract; 12.1.3 the Contractor has any distraint, execution or other process levied or enforced on any of its property; 12.1.4 the Contractor ceases ,or appears in the reasonable opinion of the University likely or is threatening to cease to trade; 12.1.5 being an individual, is subject to a term of imprisonment whether or not suspended; 12.1.6 if the Contractor being a company shall pass a resolution, or the Court shall make an order, that the company shall be wound up (except for the purpose of amalgamation or reconstruction) or if a receiver, manager, administrator or administrative receiver is appointed (or steps have been take to appoint) over any of its assets, undertakings or income, or if the Court shall make an administration order, or if circumstances shall arise which entitle the Court or a creditor to appoint an administrative receiver or which entitle the Court to make a windingup order or administration order or if the Contractor shall be the subject of a notice to strike off the register at Companies House ; provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the University. 12.2 Without prejudice to Condition 12.1 the University shall be entitled (whether or not the Services or any part thereof have been accepted by the University) to avail itself of any of the following remedies at it’s sole discretion: 12.2.1 rescission of the Contract; or 12.2.2 giving the Contractor the opportunity to carry out remedial work in respect of the Services at the Contractor's expense in order that the Services comply with the terms of the Contract; or 12.2.3 refusing to accept any further performance of the Services without any liability to the Contractor; or 12.2.4 carrying out at the Contractor's expense such work as may be necessary to make the Services comply with the Contract; or 12.2.5 claiming such damages, costs and expenses as the University may have sustained in consequence of any breach of the terms of the Contract or failure by the Contractor to comply with any statutory or other legal obligations herein specified or implied by law. These rights shall be in addition to and without prejudice to any other rights the University may have. 13. Force Majeure Neither party shall be liable to the other for any failure to perform its obligations under the Contract where such performance is rendered impossible by circumstances beyond its control, but nothing in this Condition shall limit the obligations of the Contractor to use his best endeavours to fulfil his obligations under the Contract. 14. Warranties The Contractor warrants the University that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as it is reasonable for the University to expect in all the circumstances. 15. Indemnities The Contractor agrees to indemnify the University against all actions, claims proceedings, liabilities, costs, expenses, loss or damage of whatsoever kind (including legal fees) sustained by the University in respect of or arising out of any breach of the warranties and/or any breach of the obligations under the Contract. 16. Insurance 16.1 The Contractor shall insure against his full liability under Condition 15. Such insurance by the Contractor shall be a condition precedent of the Contract. 16.2 The Contractor shall insure and keep insured for the period of the Contract and procure that any of his sub-contractors shall likewise insure to the extent required under Condition 15 to £1,000,000 on any one claim and unlimited liability in respect of a period of insurance or public liability policy. 16.3 The Contractor upon request shall produce to the University or cause any subcontractor to produce documentary evidence that the insurance is properly maintained with a reputable insurer. 16.4 If the Contractor defaults in insuring, the University may itself effect insurance and charge the cost together with an administrative charge of 5% to the Contractor. 17. Transfer and Sub-Contracting 17.1 The Contract is personal to the Parties, and neither of them may assign, mortgage, charge, transfer or otherwise dispose of any of its rights under the Contract (whether in whole or in part). 17.2 The Contractor shall not sub-contract the whole or any part of its obligations under the Contract without the prior written consent of the University. 18. Confidentiality The Contractor, his employees and agents shall treat the Contract and all designs, drawings, specifications and information supplied therewith as confidential and shall not disclose the same to any third party without the University's written consent or infringe any copyright, patent, trade mark, trade name or registered design vested in the University. All materials, drawings, patterns, gauges, samples, specifications and other technical data prepared by the University in connection with the Contract shall be the University's property and the University may reproduce and use the said items freely for any purpose whatsoever. 19. Notice Any notice required to be given in writing under the Contract shall be sent by telex, facsimile or by first class post, addressed to the address of the party for which it is intended shown on the Order or to such other address as may be notified in writing in accordance herewith for the purposes and shall be deemed to have been received in the case of a telex or facsimile upon transmission and in the case of a letter forty-eight hours after posting. In proving service by letter it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted. 20. Waiver No failure or delay on the part of the University to exercise any of its rights under the Contract shall operate as a waiver thereof nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the University of any breach by the Contractor of any of his obligations under the Contract shall not affect the rights of the University in the event of any further or additional breach or breaches. 21. Validity If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 22. Dispute Any dispute arising under or in connection with the Contract or the supply of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated upon the application of either party by the President for the time being of the Law Society in accordance with the Arbitration Acts 1950 - 1979. The arbitrator's decision shall be final and binding on both parties. Costs shall be in the award of the arbitrator. 23. Corrupt Gifts In connection with this or any other Contract between the Contractor and the University, the Contractor shall not give, provide, or offer to the University’s staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition, the University shall, without prejudice to any other rights the University may possess, be at liberty forthwith to terminate this and any other Contract and to recover from the Contractor any loss or damage resulting from such termination. 24. Variation of Conditions 24.1 The Services shall be supplied in accordance with these Conditions. Any conditions which the Contractor may seek to impose and which in any way add to, vary or contradict these Conditions shall be excluded and not form part of the Contract, unless each of such conditions has been specifically agreed to in writing by the University. 24.2 Acceptance of an Order will be deemed to bind the Contractor to these Conditions and the Services shall not be supplied or performed by the Contractor, his employees, agents or representatives, except in accordance herewith. The Contractor's Conditions of Sale do not form part of the Contract. 25. Entire Agreement These Conditions together with those documents comprising the Contract constitute the entire agreement between the Parties in relation to its subject matter and supercede all prior agreements and understandings or discussions between the Parties other than representations made fraudulently. 26. Legal Requirements 26.1 The Contractor shall carry out the obligations of the Contract in a manner that conforms with any relevant laws, regulations, directives or other legal requirements or obligations in force from time to time. 26.2 Without limitation to Condition 26.1, the Contractor shall conduct itself in accordance with all legal requirements in force from time to time relating to equality of opportunity and discrimination. 27. Third Party Rights For the avoidance of doubt, nothing in these Conditions shall confer on any third party any benefit or right to enforce any provision of the Contract. 28. Law The Contract shall be considered as a contract made in England and subject to English Law.