NUI Galway Terms and Conditions
Effective from 16 December 2014
Definitions and Interpretation
In these Terms and Conditions the following terms shall have the following meanings unless
the context otherwise provides:
“Goods and Services” means the goods or services that the Supplier may be
required and selected to perform, undertake and deliver from time to time;
“Price” shall have the meaning given to it by Clause 3;
“Purchase Order” means a purchase order by which NUI Galway directs the
Supplier to provide the Goods and Services which shall contain a precise description
of the relevant Goods and Services; output; deliverables; Price and payment; timing
or schedule for provision of the Goods and Services; Team; and such other terms
and conditions that the parties may agree in respect of the relevant Goods and
Services;
“Staff” means all persons (including employees, agents, independent consultants,
etc.) used by the Supplier for the supply and performance of the Goods and
Services;
“Supplier” means the individual or entity performing, undertaking and/or delivering
the Goods and Services to NUI Galway;
“Team” means the Staff of the Supplier expressly identified in the relevant Purchase
Order;
“these Terms and Conditions” means these terms and conditions contained
herein;
1. General
1.1
These Terms and Conditions together with the Purchase Order and any pre-existing
Service Level Agreement contain the entire agreement between the Supplier and
NUI Galway and supersede any prior agreements, understandings, representations,
warranties, undertakings or proposals, oral or written. Without prejudice to the
generality of the foregoing, these Terms and Conditions shall apply to the exclusion
of any terms and conditions which the Supplier may purport to apply at any time,
whether the contained in any quotation, offer, acknowledgement of a Purchase
Order or otherwise.
1.2
In any circumstances where the Supplier has not previously formally accepted these
Terms and Conditions, commencement of delivery of, or performance of the Goods
and Services by the Supplier shall be deemed conclusive evidence of the Supplier’s
acceptance of these Terms and Conditions.
1.3
In the event of any inconsistency between the pre-existing Service Level
Agreement, the face of the Purchase Order, and/or these Terms and Conditions, the
provisions of the Purchase Order in the first instance and then the Service Level
Agreement shall prevail.
NUI Galway Terms and Conditions
Effective from 16 December 2014
2. Supply and Performance of the Goods and Services
2.1
Subject only to reasonable opportunity for NUI Galway to examine the Goods and
Services, the title and property in the same shall pass to NUI Galway upon delivery
and there shall be no retention of title by the Supplier. Even though title and
property may have passed to NUI Galway, where applicable (eg for equipment or
software purchases) the Supplier will still be obliged to fulfil it’s obligations in
relation to installation, commissioning, and provision of relevant training.
2.2
If the Goods delivered or the Services provided fail to comply in any way with the
provisions of these Terms and Conditions, whether by reason of quality, quantity or
any other matter, NUI Galway may without prejudice to any other rights, and at the
Supplier’s risk and expense, return the goods or any of them, in which case a full
refund of all payments be made by the Supplier. Alternatively, NUI Galway may
require immediate delivery of Goods or performance of Services which are in
accordance with the Terms and Conditions or require the immediate repair or
remedy of any defects in the Goods or deficiency in the Services or repair or
remedy the said deficiencies at the Supplier’s expense or may purchase equivalent
goods or services elsewhere at no additional cost to NUI Galway or may refuse to
accept any further deliveries of Goods or performance of any further Services with
no liability and additionally NUI Galway shall have the right to claim compensation
for all its resulting costs and expenses whether or not any prior payment has been
made in respect of the same.
2.3
The Supplier shall be required to remove all packaging from NUI Galway campus at
its cost. Should NUI Galway personnel choose to accept some packaging then it
shall be treated as non-returnable and NUI Galway shall make no payment for it.
2.4
The Supplier shall comply with all health and safety legislation and safety
precautions, which are necessary for the handling of the Goods and Services.
Labels shall be in English and in accordance with all the appropriate regulations.
The Supplier shall observe the requirements of Irish and applicable International
agreements relating to packaging, labels and carriage of hazardous goods and
ensure that all necessary information, hazard data sheets or other legal
requirements are attended to in relation to such goods.
2.5
All consignments must be delivered on the correct date to the proper location as
stated on the Purchase Order and any other form of delivery may be rejected.
Delivery shall in many cases be required to a precise location and delivery to a
reception area or ground floor may be considered unacceptable. The Supplier shall
seek guidance from NUI Galway with relation to suitable delivery points.
2.6
Time shall be of the essence in relation to delivery of Goods and performance of
Services.
2.7
NUI Galway personnel may sign delivery dockets to indicate receipt of packages
from the Supplier. However this shall not indicate receipt of the entire consignment
or acceptance of the Goods. In each case the Goods shall be deemed to be
unchecked with regard to quantity or quality and notice may be made at any time
thereafter of under deliveries, errors or defects with the Goods.
NUI Galway Terms and Conditions
Effective from 16 December 2014
2.8
Progress and Inspection
2.8.1 The Supplier shall, whenever requested by NUI Galway and it is appropriate
to do so, provide any programs of manufacture and delivery and thereafter it
shall be the duty of the Supplier to notify NUI Galway without delay and in
writing if its progress falls behind or is likely to fall behind on any such program.
2.8.2 NUI Galway shall have the right to check the progress of the Supplier and any
of its sub contractors at all reasonable times and also to enable it to inspect or
reject Goods and Services that do not comply with these Terms and Conditions.
2.8.3 Any such inspection may be performed by NUI Galway or by any nominee as
it may choose and shall in no way relieve the Supplier from its obligations under
these Terms and Conditions.
2.9
The Supplier shall render and shall procure that its Staff shall deliver the Goods and
Services diligently, conscientiously, to the best of its, his or her professional skill
and ability free from dishonesty and corruption and at all times:
2.9.1 in accordance with these Terms and Conditions and the relevant Purchase
Order;
2.9.2 in a first class manner to enable the timely, efficient and cost effective
delivery of the Services;
2.9.3 in compliance with all reasonable instructions and requests of NUI Galway in
relation to the Services;
2.9.4 in absolute co-operation with NUI Galway; and
2.9.5 in accordance with all applicable requirements and/or obligations of any
statute, statutory instrument, rule, order, regulation, directive and/or byelaws
or other legislative measure.
2.10
The Supplier shall provide sufficient Staff to carry out the Services who shall be
properly and adequately trained, qualified and supervised and who shall perform the
Services.
2.11
In the event that the Supplier wishes to replace any Team member, the Supplier
shall notify NUI Galway in writing and shall thereafter use its best endeavours
promptly to identify a replacement of equivalent expertise and experience. The
appointment of such replacement shall be subject to the prior written approval of
NUI Galway, such approval not to be unreasonably withheld or delayed.
2.12
In the event that NUI Galway determines that the quality of the reports or other
documentation prepared by the Supplier in the course of the provision of the
Services is of a standard below that required by these Terms and Conditions, or that
the Services are not being rendered in accordance with these Terms and Conditions,
NUI Galway will notify the Supplier accordingly and will be entitled to withhold any
future payment due to the Supplier pursuant to these Terms and Conditions until
such time as the matter in question has been remedied to the reasonable
satisfaction of NUI Galway. The rights of NUI Galway pursuant to this Clause 2.12
shall be without prejudice to any other rights of NUI Galway under these Terms and
Conditions, including the right of termination as provided in Clause 13 hereof.
NUI Galway Terms and Conditions
Effective from 16 December 2014
2.13
The implied terms as to merchantability, fitness for purpose, compliance with
samples etc. as contained in existing Sale of Goods legislation shall automatically be
incorporated as conditions into the Contract so as to ensure inter alia that all Goods
shall be of merchantable quality, fit for their required purpose, be free of any defect
in material or workmanship or of any encumbrance, be in accordance with NUI
Galway’s written specification (if any).
2.14
NUI Galway’s common law and statutory rights are expressly reserved.
3. Price
3.1
The Price for all the Goods and Services shall be as set out in the Supplier’s
Purchase Order and shall be inclusive of all costs and/or expenses incurred by the
Supplier in the delivery of the Goods and Services.
3.2
Unless otherwise agreed by NUI Galway, the Price shall be exclusive of VAT and
shall be denominated and payable in Euro (€) only.
3.3
The Supplier shall be solely responsible for any costs and expenses incurred by the
Supplier in the delivery of the Goods and Services and shall not seek to recover
such costs or expenses from NUI Galway.
3.4
NUI Galway shall be entitled to set off against the Price any sums owed to NUI
Galway by the Supplier on any account whatsoever.
4. Invoicing
4.1
Subject as hereinafter provided, the Supplier shall be entitled to invoice NUI Galway
on or at any time after completion and acceptance by NUI Galway of the relevant
Goods and Services.
4.2
NUI Galway requires the Supplier to generate a single invoice per Purchase Order.
Invoicing will only occur once the complete order has been filled, invoicing will not
be accepted for part-shipments. Where part shipments take place, the invoice must
be held until the Purchase Order is fulfilled i.e. all goods/services are delivered. The
only exception to this Clause 4.2 is when approval in writing is given by the
department buyer.
4.3
Suppliers Invoices will not be paid unless they include all parts (where applicable) of
the official Purchase Order number. Supplier invoices should be initially directed to
the address on the Purchase Order (if none stated addressed to our Accounts
Payable Department) and should also include the following information:
•
•
•
•
•
•
Unique Identifiable Invoice No
NUI Galway Purchase Order Number
Name of School/College/Research Unit
Contact Name
Date of Delivery
Quantity, description and cost of goods/services purchased
NUI Galway Terms and Conditions
Effective from 16 December 2014
VAT shall be itemised separately on each invoice. Where appropriate, invoices must
show the Supplier’s VAT Number.
4.4
The Goods and Services delivered pursuant to each separate Purchase Order shall
be invoiced to NUI Galway separately.
4.5
Unless otherwise agreed by the parties and recorded in the Request for Proposal or
the Purchase Order, NUI Galway shall pay the Supplier for the provision of the
Goods and Services within forty five (45) days of receipt of the invoice, provided all
monies specified on the Supplier’s invoice are properly due in accordance with the
relevant Purchase Order and the invoice meets the requirements set out in Clause
4.2 and 4.3 above.
Please note NUI Galway wishes to standardise on XML invoicing for all purchases. It
is recognised that this will take some time and will involve the cooperation of our
suppliers. Suppliers must be able to provide their invoices to NUI Galway in XML
format or an acceptable alternative for conversion to XML (typically pdf or rtf).
Invoices will either be submitted directly or through a designated marketplace.
Suppliers must be willing to cooperate with NUI Galway on future developments.
4.6
4.7
The Supplier shall comply with all EU and domestic taxation law and requirements
including but not limited to the terms of Circular 43/2006 issued by the Department
of Finance, a copy of which is available at www.finance.gov.ie. The Supplier may
supply the certificate and registration numbers, as they appear on the Tax
Clearance Certificate, to facilitate on-line verification of their tax status by NUI
Galway.
Include if centralised contract:
Please note NUI Galway is in the process of improving its Accounts Payable function
which is currently based on the University’s Financial Management System, Agresso.
The first step is to simplify and standardise our product ordering processes and to
this end NUI Galway will in future be using a mixture of hosted and Supplier
managed “punch out” catalogues for ordering. The Supplier will be required to either
upload and manage a hosted catalogue to the marketplace or connect to the
marketplace using a “punch out catalogue”.
5. Staff
5.1
The Supplier shall be solely responsible for paying its Staff involved in the provision
of the Goods and Services, and for ensuring that all sub-contractors involved in the
provision of the Goods and Services agree to pay their employees in Ireland, rates
of wages not less favourable than those laid down by the National Minimum Wage
Act, 2000 (as amended by any regulations made and which shall be made
thereunder or any amendments or re-enactments thereto). The Supplier shall be
responsible to NUI Galway for the due observance by all sub-contractors of the
provision of this Clause. For the purposes of this Clause, ‘employee’ shall have the
meaning given to it by Section 2(1) of the National Minimum Wage Act, 2000. For
the avoidance of doubt, NUI Galway shall have no responsibility whatsoever in
respect of the working conditions, employment conditions or tax affairs, including
PAYE and PRSI, of the Supplier Staff.
NUI Galway Terms and Conditions
Effective from 16 December 2014
5.2
The Supplier is entirely responsible for its Staff and NUI Galway bears no liability
whatsoever or howsoever arising in relation to the Staff.
5.3
The Supplier shall comply with all applicable obligations arising pursuant to the
European Communities (Protection of Employees’ Rights on Transfer of
Undertakings) Regulations 2003 (S.I. No. 131 of 2003) and Council Directive
2001/23/EC (together the “Regulations” and all as amended or revised) and failure
to so comply shall constitute a material breach of these Terms and Conditions. The
Supplier shall indemnify, save harmless and keep NUI Galway indemnified from and
against all liabilities.
6. NUI Galway’s Obligations
6.1
During the term of these Terms and Conditions, NUI Galway shall from time to time
as required:
6.1.1 subject to any statutory or other restrictions that may apply to NUI Galway,
provide such information and documents within NUI Galway’s possession or
control as the Supplier may reasonably require in order to facilitate the Supplier
in delivering the Goods and Services;
6.1.2 make available appropriate personnel to liaise with the Supplier.
7. Intellectual Property
7.1
All intellectual property developed as a result of these Terms and Conditions shall be
exclusively the property of NUI Galway, save where it is expressly intended to the
contrary.
7.2
The ownership of all artwork, copy, films, plates, discs/media, transparencies,
drawings, proofs and applicable materials shall reside with NUI Galway and shall be
returned on completion of the agreement or on request by NUI Galway. Such
materials shall be maintained in good order, and in careful condition by the Supplier,
and copies thereof shall at all times be available to NUI Galway.
7.3
The Supplier will co-operate in all ways with all measures necessary to assign or
procure or register any intellectual property rights to NUI Galway as soon as such
rights arise. In its dealings with third parties the Supplier will take such reasonable
and necessary steps to ensure that NUI Galway’s intellectual property rights are
expressly reserved or that intellectual property rights will ultimately vest in NUI
Galway.
7.4
The Supplier undertakes not to add or to remove any part of the copy, imprint,
artwork or whatever, save upon the directions of NUI Galway and in accordance with
proofs approved by NUI Galway, and to afford NUI Galway all opportunity to
approve, correct and consider the relevant material prior to its being issued or
published.
NUI Galway Terms and Conditions
Effective from 16 December 2014
7.5
Additional costs resulting from changes of specification, alterations, corrections or
whatever must be immediately notified and agreed by NUI Galway before the
commencement of any production or publication.
7.6
The entire copyright and all other rights to any and all publications, reports and
other documents and materials (including press releases and publicity materials of
any kind) created by the Supplier in the performance of the Services and its duties
hereunder shall belong exclusively to NUI Galway. In order to give effect to the
foregoing the Supplier as Beneficial Owner hereby assigns to NUI Galway the entire
copyright and all other right title and interest of whatsoever nature whether vested
or contingent in and to the products of the Supplier's services hereunder including
the copyright and all other right title and interest in and to any literary or other
copyright material written, created or contributed by or on behalf of the Supplier
before or after the date hereof (such assignment to include a present assignment of
future copyright from time to time) TO HOLD the same unto NUI Galway throughout
the universe for all purposes and for the full period of copyright and all renewals and
extensions thereof and thereafter in perpetuity. The Supplier shall do all such acts
and execute all such documents as NUI Galway may require from time to time to
vest in or further assure to NUI Galway the copyright and all other rights herein
expressed to be granted to NUI Galway.
7.7
To the extent that the Supplier creates any written proposals, strategy documents
or other copyright material which is not used by NUI Galway during the term of
these Terms and Conditions NUI Galway shall not be entitled itself subsequently to
use or adapt such material without the Supplier’s prior written agreement, and the
copyright and all other rights in such material shall be deemed to have reverted to
the Supplier.
8. Warranties and Undertakings
8.1
The Supplier hereby warrants to and undertakes with NUI Galway that:8.1.1 the Supplier is free to enter into these Terms and Conditions and to deliver
the Goods and Services and assign the rights herein agreed to be performed
and assigned and that it has not previously assigned, licensed or in any way
encumbered the same so as to derogate from the grant and assignment set out
herein;
8.1.2 any copyright or other material written, created or contributed by or on behalf
of the Supplier in the provision of the Goods and Services will be wholly original
to the Supplier (save to the extent based on material supplied by NUI Galway)
and will not infringe the copyright or any other rights of any person;
8.1.3 the Supplier shall at all times during the contract period be familiar with all
regulations, legislation, jurisprudence or guidance documents issued by relevant
bodies applicable to the procurement of public works, services and supplies
contracts;
8.1.4 save with NUI Galway’s written consent, neither the Supplier nor its
employees, servants or agents will pledge the credit of NUI Galway;
NUI Galway Terms and Conditions
Effective from 16 December 2014
8.1.5 save as the Supplier is required to do so by law or otherwise directed by NUI
Galway’s written consent, the Supplier will not disclose to any other person any
confidential or secret information concerning the business or the affairs of NUI
Galway or the terms of the Supplier's appointment hereunder on its behalf, and
all information and advice, whether written or oral, of whatever nature given or
made available by the Supplier is for the sole use of NUI Galway and shall not
be made available to any third party not requiring the information to deliver the
Goods and Services (other than its parent and relevant group companies, its
auditors, lawyers and professional advisors, all on suitable terms of
confidentiality). The Supplier hereby agrees forthwith upon NUI Galway’s
request to enter into and to procure that each member of Staff shall enter into a
non-disclosure agreement in NUI Galway’s standard form. The restrictions of
this Sub-clause shall not apply to information which:
8.1.5.1
at the time of its disclosure is or which after disclosure becomes part
of the public domain other than by breach of Sub-clause 8.1.5;
8.1.5.2
the recipient can show was lawfully in its possession prior to its receipt
from the other party; and
8.1.5.3
is required to be disclosed by law.
8.1.6 the Supplier will indemnify NUI Galway from and against any and all costs,
claims, expenses, damages or consequential loss resulting from any breach by
the Supplier of any of the terms, agreements, conditions, warranties or
obligations on the part of the Supplier contained in these Terms and Conditions,
including costs and/or expenses incurred by NUI Galway by engaging
alternative Suppliers in the event that the Supplier is unable or unwilling to
carry out its obligations under these Terms and Conditions.
8.1.7 The Supplier warrants that it has all necessary powers and approvals to enter
into these Terms and Conditions. In particular, it warrants that no Goods or
Services will infringe any patent, trademark or other intellectual property of any
third party and if it should do so, the Supplier will fully indemnify NUI Galway
against all costs and losses arising therefrom.
8.1.8 The Supplier shall where necessary supply and fit free of charge within the
warranty period any spare parts. The Supplier shall furthermore ensure that
proper and compatible electronic or mechanical spare parts necessary to effect
repairs are available for a period of not less than six years from the date of
delivery (i.e. in the absence of any other period being specified by NUI Galway).
9. Insurance
9.1 The Supplier and its servants, agents or contractors must be covered by a suitable
employer’s liability insurance and it will be the Suppliers’ responsibility to ensure
such insurance is in force. The Suppliers activities on campus shall be covered at all
times by suitable public liability insurance and it will be the Suppliers’ responsibility
to ensure such insurance is in force. The insurance cover referred to will be in a
form acceptable to NUI Galway and the Supplier will amend the insurance cover to
meet any specific requirements of NUI Galway if requested.
NUI Galway Terms and Conditions
Effective from 16 December 2014
10.Data Protection
10.1
The Supplier shall comply and shall procure that all Staff comply with any applicable
provisions of the Data Protection Act, 1988 and 2003 and with the European
Communities (Data Protection) Regulations, 2001, as they may be amended or
replaced from time to time and any other applicable data protection laws, in the
collection and storage of data pursuant to these Terms and Conditions. The Supplier
will provide the necessary education and training to Staff to ensure that Staff
complies with data protection laws, particularly in respect of NUI Galway students
and staff.
11. Conflicts of Interest
11.1
The Supplier shall procure that no member of Staff shall accept any professional or
other commitment or engagement during the term of these Terms and Conditions
which conflicts or might reasonably be expected to conflict with the duties and
obligations undertaken by the Supplier hereunder. The Supplier warrants that it has
disclosed to NUI Galway any such commitments or engagements as may be already
in existence at the Commencement Date.
11.2
The Supplier confirms that it has carried out a conflicts of interest check and is
satisfied that it has no conflicts in relation to the Goods or Services and its
obligations undertaken under these Terms and Conditions. The Supplier hereby
undertakes to advise NUI Galway forthwith should any conflict or potential conflict of
interest come to its attention during the currency of these Terms and Conditions and
to comply with NUI Galway’s directions in respect thereof.
12.Contract Management
12.1
Both NUI Galway and the Supplier will nominate a contact person (the “Contact”).
The Contact on behalf of each entity shall liaise on a regular basis to address any
issues arising which may impact on the performance of these Terms and Conditions
and to agree milestones, compliance schedules and operational protocols as
required by NUI Galway from time to time. If requested in writing by NUI Galway
the Supplier shall meet formally with NUI Galway to report on progress and shall
comply with all written directions of NUI Galway.
12.2
The Supplier agrees to liaise with and keep NUI Galway’s Contact fully informed of
any matter which might affect the observance and performance of the Supplier’s
obligations, including delivery times; comply with the reporting arrangements and
protocols required by NUI Galway from time to time; and comply with all reasonable
directions of NUI Galway.
12.3
NUI Galway or its authorised representative may inspect the Supplier’s premises,
lands and facilities (or such part or parts thereof relating solely to these Terms and
Conditions) with due access to relevant personnel and records upon reasonable
notice in writing to ensure compliance with the terms of these Terms and
Conditions. The Supplier shall comply with all reasonable directions of NUI Galway
thereby arising. The cost of inspection shall be borne by NUI Galway.
NUI Galway Terms and Conditions
Effective from 16 December 2014
13.Termination
13.1
Without prejudice to any other rights or remedies to which it may be entitled, NUI
Galway shall be entitled to terminate these Terms and Conditions forthwith without
liability to the Supplier by giving notice to the Supplier at any time if:13.1.1
the Supplier commits a material breach of any term or condition of these
Terms and Conditions or the relevant Purchase Order or fails to perform any
obligation, responsibility hereunder and if such breach is capable of being
remedied fails to remedy the breach within twenty (20) days of notice given by
NUI Galway requiring the Supplier to do so;
13.1.2
the Supplier delivers the Goods and Services which do not meet the
requirements of these Terms and Conditions and/or the relevant Purchase Order;
13.1.3
the Supplier fails to fulfil its obligations or provide the Goods and Services
within the specified time identified in the relevant Purchase Order;
13.1.4
the Supplier fails to make progress in the performance of these Terms and
Conditions or the relevant Purchase Order and/gives NUI Galway cause to
believe that the Supplier will not or cannot perform its obligations under these
Terms and Conditions or the relevant Purchase Order;
13.1.5
the Supplier convenes a meeting for the purposes of or proposes to enter
into any arrangement or composition for the benefit of its creditors;
13.1.6
an encumbrancer takes possession, or a receiver is appointed, of any of the
property or assets of the Supplier;
13.1.7
the Supplier ceases or threatens to cease to carry on business or takes or
suffers any similar analogous action under any other applicable law;
13.1.8
the Supplier is unable to pay its debts within the meaning of Section 214 of
the Companies Act, 1963 (as amended by Section 123 of the Companies Act,
1990) or any analogous provision of law;
13.1.9
an order is made or an effective resolution is passed for the winding up of
the Supplier’s company other than for the purpose of an amalgamation or
reconstruction the terms of which have been agreed by NUI Galway;
13.1.10
a petition is presented or an order is made or a resolution passed or any
analogous proceedings or action is taken for the appointment of an examiner,
administrator, receiver, trustee or any similar officer over the Supplier’s
company;
13.1.11
the Supplier is struck off the register of companies;
13.1.12
NUI Galway reasonably believes that any of the events mentioned above is
about to occur in relation to the Supplier and notifies the Supplier accordingly;
NUI Galway Terms and Conditions
Effective from 16 December 2014
13.1.13
any representation made by the Supplier in connection with these Terms
and Conditions or the relevant Purchase Order shall in the opinion of NUI Galway
prove to be untrue or incorrect in a material respect as of the date when made;
13.1.14
the Supplier has committed any fraudulent act or any criminal activity or is
guilty of gross negligence in the performance of these Terms and Conditions or
the relevant Purchase Order;
13.1.15
if it is found that gratuities, in the form of entertainment, gifts or
otherwise, were offered or given by the Supplier or any agent or representative
of the Supplier, to any employee of NUI Galway with a view toward securing
these Terms and Conditions, a Purchase Order for the provision of the Goods and
Services or any other contract. NUI Galway shall be entitled at all times to
request a Certificate from any person in its employment or in the employment of
the Supplier that no such gift has been given. Paying the expenses of normal
business meals shall not be prohibited by this provision. The provision by the
Supplier of sample software, equipment or hardware to the University for
demonstration, evaluation, or loan purposes will not be considered gratuities;
13.1.16
an event analogous to those contemplated by Clause 13.1.5, 13.1.6,
13.1.7, 13.1.8, 13.1.9, 13.1.10, 13.1.11, 13.1.12 and/or 13.1.14 occurs to the
Supplier within the laws of any other jurisdiction.
13.2
NUI Galway reserves the right to terminate a Purchase Order forthwith at any stage
on payment to the Supplier of such reasonable and agreed costs as were accrued
prior to the date of termination, including reasonable costs arising from the
termination of the Purchase Order.
13.3
Termination of these Terms and Conditions or any Purchase Order pursuant to
Clause 13.1 or 13.2 above shall not relieve or discharge either party from any
obligations or liabilities which have accrued prior to such termination.
13.4
Upon termination of any Purchase Order, the Supplier shall, if requested by NUI
Galway, provide all reasonable assistance to NUI Galway in the orderly transfer of
the services, functions and operations provided pursuant to the Purchase Order and
the relevant Purchase Order to another Supplier or to NUI Galway itself.
13.5
The provisions of Clauses 1, 2.6, 7, 8, 9, 10, 13, 15, 16, 20, 21, 22, 24 and 26 shall
survive the termination of these Terms and Conditions, any relevant Purchase Order
or expiry of these Terms and Conditions.
13.6
Either party may terminate these Terms and Conditions by three months notice in
writing given at any time to the other but such termination shall not effect any
rights accrued to either party prior to the notice of termination and subject thereto
the Agreement shall continue to be performed only up to date of termination
14.Assignment and use of Sub-contractors
14.1
The Supplier shall not sub-contract, assign or transfer these Terms and Conditions
or any part thereof or the benefit or advantage of these Terms and Conditions or
any part thereof save with the prior written consent of NUI Galway. Where NUI
Galway consents to the sub-contracting of certain of the Supplier’s obligations, the
NUI Galway Terms and Conditions
Effective from 16 December 2014
Supplier shall ensure that the sub-contractor is a reasonable and prudent Supplier,
and that the sub-contractor shall carry out its obligations in accordance with the
terms of these Terms and Conditions and any relevant Purchase Order (to the
extent applicable). Notwithstanding the foregoing, the Supplier acknowledges that it
remains liable for the acts and omissions of its employees, servants, agents and
sub-contractors as if they were its own acts and omissions.
14.2
NUI Galway shall be entitled to assign or license the benefit of these Terms and
Conditions and its rights hereunder to any third party provided that in the case of an
assignment NUI Galway shall remain liable to the Supplier for its obligations
hereunder. NUI Galway shall notify the Supplier of any such assignment within
twenty-one (21) days thereafter.
15.Tax Clearance Certificates
15.1
The Supplier and all sub-contractors shall continue to hold, in good standing,
current issues of all tax certificates and, in the case of non-resident consultants or
sub-contractors, statements from the Revenue Commissioners as the suitability or
tax purposes, for the Contract Period and until final payment has been made.
16.Notices
16.1
Any notice or other communication whether required or permitted to be given by
one party hereto to the other shall be in writing and shall be deemed to have been
duly given if signed by or on behalf of a duly authorised officer of the party giving
the notice and:
16.1.1
if delivered, at the time of delivery to the addressee or its duly authorised
agent;
16.1.2
if sent by pre-paid post, four (4) days after posting if addressed to the
party to whom such notice is to be given at the address set forth for such party
in these Terms and Conditions (or such other address as is from time to time
notified to the other party hereto);
16.1.3
if transmitted electronically on receipt of ‘read receipt’ or equivalent.
16.2
All notices to NUI Galway or the Supplier from the other party under these Terms
and Conditions or the relevant Purchase Order shall be in writing. In the case of NUI
Galway all notices shall be addressed to its Procurement and Contracts Office, NUI
Galway, University Road, Galway and shall be marked for the attention of the Head
of Procurement and Contracts (or such other contact person as may be notified in
writing from time to time).
16.3
All notices, documents and communications provided under these Terms and
Conditions or the relevant Purchase Order shall be in the English language.
17.Validity
17.1
If any provision of these Terms and Conditions is held by any competent authority
to be invalid, unlawful or unenforceable in whole or part, the validity of the other
NUI Galway Terms and Conditions
Effective from 16 December 2014
provisions of these Terms and Conditions and the remainder of the provision in
question shall not be affected thereby.
18.Waiver
18.1
Failure or neglect by NUI Galway to enforce at any time any of the provisions hereof
shall not be construed nor deemed to be a waiver of NUI Galway’s rights hereunder,
nor in any way affect the validity of the whole or any part of these Terms and
Conditions, nor prejudice NUI Galway’s rights to take subsequent action.
19.Force Majeure
19.1
Neither party shall be liable to the other nor deemed in default under these Terms
and Conditions or the relevant Purchase Order, if and to the extent that such party’s
performance of these Terms and Conditions or the relevant Purchase Order is
prevented by reason of Force Majeure.
19.2
The Force Majeure shall be deemed to commence when the party declaring Force
Majeure notifies the other party of the existence of the Force Majeure, and shall be
deemed to continue as long as the results or effects of the Force Majeure prevent
the party from resuming performance in accordance with these Terms and
Conditions or the relevant Purchase Order. If either party is delayed at any time by
Force Majeure, then the delayed party shall notify the other party in writing of such
delay within 48 hours.
19.3
Force majeure shall mean an occurrence beyond the control and without the fault or
negligence of the party affected in which it is unable to prevent or provide against
by the exercise of reasonable diligence including but not limited to acts of God or
the public enemy, ex-procreation or confiscation of facilities, government
intervention, war, hostilities, rebellion, terrorist activities, local or national
emergency, sabotage or riots, floods, or unusually severe weather conditions which
could not be reasonably anticipated, fires, explosions, or other catastrophe, national
or district strikes or other concerted acts of workmen or other similar occurrences
other than strikes or concerted acts of the Supplier’s workforce.
20.Freedom of Information
20.1
NUI Galway is subject to the provisions of the Freedom of Information Acts 19972003 and, accordingly, information furnished to NUI Galway by the Supplier may be
subject to the provisions of the Freedom of Information Acts. If the Supplier
considers any of the information supplied by it to NUI Galway pursuant to these
Terms and Conditions should not be disclosed because of its sensitivity it should,
when providing the information, identify same and specify the reasons for its
sensitivity. It shall not be sufficient for the Supplier to furnish NUI Galway with a
general statement of confidentiality in respect of all information furnished to NUI
Galway.
20.2
The Supplier acknowledges that NUI Galway may be obliged under the Freedom of
Information Acts 1997-2003 to disclose information regardless of any
representations made by the Supplier. However, where a request is made for
information furnished by, or which concerns, the Supplier, NUI Galway shall
endeavour to consult the Supplier before responding to such a request.
NUI Galway Terms and Conditions
Effective from 16 December 2014
21.Publicity
21.1
The Supplier shall not issue or release any publicity relating to the Goods and
Services without the prior written consent of NUI Galway. For the avoidance of
doubt, this restriction includes any use or nomination of NUI Galway as a referee
without NUI Galway’s prior written consent.
22.Withholding Tax
22.1
Under the Taxes Consolidation Act, 1997, withholding tax shall be deducted from all
payments for professional services, including fees, commissions and expenses. This
tax will be deducted from all payments made to the Supplier in respect of the
Supplier’s work and will be remitted to the Irish tax authorities.
23.Dispute Resolution
23.1
Should any question or issues arise as to the interpretation or as to the execution of
these Terms and Conditions or any Purchase Order, such question(s)/issue(s) shall
be settled by discussion between the parties, subject to the right of appeal by either
party. In the event that the issue is not resolved, the Parties shall submit the
dispute for mediation by an independent party or by agreement, to arbitration.
24.Public Procurement
24.1
Nothing in these Terms and Conditions shall prevent NUI Galway from complying
with its obligations under public procurement legislation.
If necessary the
Agreement/ Contract may be abridged modified, or amended without penalty to NUI
Galway so as to enable it comply with the said obligations.
25.Audit
25.1
The Supplier shall allow any official of NUI Galway or auditor reasonable opportunity
to inspect its records in relation to all the Purchase Orders issued by NUI Galway to
the Supplier for the purpose of auditing of NUI Galway’s financial activities and
compliance with legislation.
26.Governing Law
26.1
These Terms and Conditions or the relevant Purchase Order shall be governed by
and shall be read and construed in all respects in accordance with Irish law. Each
party hereby submits to the non-exclusive jurisdiction of the Irish Courts to
determine any matter hereunder.