Procurement Services
Updated August 2012
Guidance notes of
STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS &SERVICES
The Terms and Conditions (T&Cs) are designed to offer both a generic option and opportunities for
the user to add specific requirements. This guidance is intended to assist key personnel to consider where specific clauses may be needed/adapted. Please read in conjunction with the flowchart:
Establishing which Terms and Conditions to use when Tendering/Procuring Goods and/or Services
Please read the T&Cs carefully. You should work through each of the sections below – editing as
per the requirements of the contract and completing the schedules as appropriate. Please ensure
that you check consequential numbering following any deletions/additions. Where options are included - in these brackets [ ] - the user will be required to consider if the clause is necessary and
input/delete if required. Any changes to clauses should be agreed in collaboration with Procurement Services. Items highlighted [ ] require input.
Section
Guidance
1. Definitions and Interpretation
The ‘words and expressions’ included here should relate to the final T&Cs. Additional ‘words and expressions’ may be needed if
any bespoke/unique clauses are required. Check consequential
numbering following any deletions/additions:
“University Group” - can be defined in a further schedule if required – consider including PCMD and INTO expressly if they need
to be covered by the Services
The clauses here are designed to accommodate such testing and
include software/hardware/system tests, Please read the ‘General
Provisions’ carefully to check that they meet the needs of the project.
The clauses here are designed to accommodate the requirements
for Maintenance. Consider carefully against project requirements.
The Price should correspond with the agreed price (submitted at
tendering). Schedule 1 (below) offers a further opportunity to set
out agreed prices.
These clauses should reflect the intended payment process that
will be adopted for the project. It is good practice to produce a
Payment Schedule if this is key to the project.
Payment by instalments and “Payments” in advance of receipt of
goods/service should be included here (e.g. research equipment %
payment ahead of delivery, development/start-up costs),
Consider any additional delivery requirements if appropriate to the
needs of the project.
The clauses here are designed to accommodate the requirements
for Spares. Consider carefully against project requirements
The clauses here are designed to accommodate the requirements
for Installation. Consider carefully against project requirements
3A. Acceptance Testing
3B. Maintenance
4. Price
5. Payment*
6. Instalments
7. Delivery
7A. Spares
7B. Installation
7C. Performance Monitor- Establishing the supplier’s ability to deliver specified requireing
ments and to carry out due diligence, is crucial to the success
of the contract. Consider carefully and include in Schedule 2
(see below). Advice is available on the procurement website 1
Procurement Services
Updated August 2012
- Assessing Supplier Performance visit Good Practice 4.
10. Intellectual Property
The clauses here are designed to accommodate the Intellectual
Property requirements. Consider carefully against project requirements. Consider the extent to which these clauses are necessary
based on the Services that will be provided. If you are concerned
about IP issues, Legal Services may be able to advise.
12. Warranty Indemnity The clauses here are designed to accommodate the requirements
and Cancellation
in respect of Warranty. Consider carefully against project requirements
20.
Employee
Issues The Transfer of Undertakings (Protection of Employment) Regula(TUPE)
tions (TUPE) protects employees' terms and conditions of employment when a business is transferred from one owner to another. Please consider carefully and seek advice where employees of
the previous provider may be employed on the same contract with
the new provider.
In Clause 20.3 the University reserves the right for the University to
ask for information about the employees and restrictions on the
Supplier as to what they can do pre termination. Be careful not to
be too draconian (i.e. asking for information every week) as this
may increase costs. Rather consider a simper requirement to comply with the relevant information with for a period of say 6 months
pre termination.
25. Dispute Resolution
For more complex contracts it is important to have a procedure for
Dispute Resolution in place. Consider carefully who will be involved in this process and include in the Terms and Conditions
Schedules
The schedules are designed to firm up the agreement once the contract has been won (a successful bidder at tender stage). The Schedules should prevent any misconceptions about contract delivery and assist contract management. Potential suppliers should be asked to provide these as
part of the tender process.
Schedule 1 ; Price Schedule
The inclusion of a Price Schedule on the basis of the winning tender will enable contract managers to check actually prices with
those agreed.
Schedule 2: Key perfor- KPIs will allow the contract manager to assess the delivery of the
mance Indicators (KPIs)
contract. For further advice on Assessing Supplier Performance
visit Good Practice 4.
Schedule 3: Project Plan
More complex projects will require a detailed Project Plan that
agrees progress at the key stages.
For further Procurement Advice please visit
Procurement Services - Finance Services - University of Exeter
* following a recent Government announcement, departments in government are now encouraged to pay
their suppliers within 10 days of a valid invoice. This is to help businesses that are faced with increased cash
flow problems in the current economic climate. It should be noted however that the standard payment
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Procurement Services
Updated August 2012
terms (which can be modified) set out in these Standard Terms and Conditions state that contractuallybinding arrangements remain at 30 days.
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