Southern Universities Purchasing Consortium
Tender for the Provision of Business & Student Group Travel Services
UNIVERSITY OF EXETER GROUP
CONDITIONS FOR FRAMEWORK AGREEMENT
If there is conflict between these conditions and the Buyer’s Conditions of Purchase
then the latter shall take precedence. In the absence of the Buyer’s Conditions of
Purchase then the Conditions of Purchase outlined in Appendix A to these conditions
shall apply to all Purchase Orders placed with the Supplier under this Agreement and
these cannot be superseded by any of the Supplier’s terms.
1 DEFINITIONS
1.1 ‘The Buyer' means the member institution of Southern Universities
Purchasing Consortium who is placing the Purchase Order and its
employees, sub-contractors or agents.
1.2 ‘The Supplier' means the person, firm or company to whom the Purchase
Order is addressed and any employees, sub-contractors or agents of said
person, firm or company.
1.3 'Goods' means the materials, articles, works and services described in the
Agreement
1.4 'Authorised Officer' means the Buyer's employee authorised, either
generally or specifically, by the Buyer to sign the Buyer's Purchase Order.
1.5 ‘Authorised' means signed by one of the Buyer's Authorised Officers.
1.6 'Purchase Order' means the Buyer's authorised Purchase Order and shall
include telephone orders, fax orders and electronic orders.
1.7 ‘Order Amendment' means the Buyer's authorised Order Amendment or
series of Order Amendments, each order amendment having precedence
over any earlier Order Amendment.
1.8 ‘Agreement' shall comprise the documents detailed in Section l Form of
Agreement, the Purchase Order and any other documents (or part
document) referred to.
2
PURPOSE OF AGREEMENT
2.1 The purpose of this Agreement is to establish the terms under which the
Supplier will supply to the Buyer specific items within an agreed range of
goods/services at agreed prices.
2.2 This Agreement is not a commitment to purchase by the Buyer.
Commitment to purchase will only be made when an authorised party (see
Article 19) places an order under the terms of this Agreement.
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3
SCOPE OF AGREEMENT
3.1 The specific items that may be called-off by the Buyer under this
Agreement are detailed in the Agreement. The Buyer is not bound to
purchase all requirements or any given value or volume of goods, from the
Supplier unless specifically stated otherwise in the Agreement. The
Buyer’s own terms and conditions of supply will apply to all call-off
Purchase Orders.
3.2 The prices to be paid to the Supplier for the supply to the Buyer of specific
items within the range of goods are those listed in the Agreement.
4
BASIS OF PRICES
4.1 All prices in this agreement shall be detailed in the Financial Proposal.
Tender price shall remain valid for six calendar months from the Tender
return date or any extension thereof. Price changes thereafter shall:
4.1.1 Be submitted to UNIVERSITY OF EXETER GROUP on a monthly
basis, as outlined in the Price Schedule. All prices will be monitored
against industry price trends and competitively benchmarked with
other contracted suppliers. All prices shall be subject to agreement
with UNIVERSITY OF EXETER GROUP.
4.1.2 Be fixed for a least one month period except where (4.1.4) applies.
4.1.3 Be applied only as a direct result of increased costs suffered by the
Supplier and only after agreement by UNIVERSITY OF EXETER
GROUP. The Supplier shall provide full justification of any requests
for price increases.
4.1.4 Occur immediately if there is reduction in the Supplier’s input costs
or in the prevailing market for similar goods available from other
sources (the Supplier’s prices shall be reduced accordingly)
4.2 All prices quoted shall exclude Value Added Tax (VAT) but include
delivery, removal of packaging, compliance with WEEE Directives and
other EU Waste regulations and carriage charges.
5
METHOD OF CALL-OFF
5.1 On each occasion that the Buyer wishes to Call-off specific goods/services
under this Agreement a Purchase Order specifying the goods required,
price, date goods are required, delivery address, any special instructions
and to whom the invoice should be addressed will be placed with the
Supplier.
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6
TERMINATION
6.1 Either party may terminate this Agreement forthwith by three months
notice in writing to the other if there is a substantial breach by the other of
one of his or her obligations under the Agreement.
6.2 In the event of termination the Buyer will only be liable to pay to the
Supplier such sums as may be due for goods supplied or due to be
supplied against valid Purchase Orders.
7
REVIEW MEETINGS, REPORTS AND INSPECTION
7.1 The Supplier and the Buyer will meet at the discretion of the Buyer to
review the progress of Purchase Orders made under this Agreement.
7.2 The Supplier and Southern Universities Purchasing Consortium will meet
at the discretion of the Southern Universities Purchasing Consortium to
review the performance of this Agreement.
7.3 The Supplier will provide all management and performance information as
detailed in the Agreement.
7.4 The Buyer may at any reasonable time visit the offices, workshops or
other premises of the Supplier or its sub-contractors to inspect or test
finished goods or to check progress, inspect, test or witness the tests of
the materials used in the fabrication or manufacture of the goods by the
Supplier or its sub-contractors.
8
PRODUCTION SPECIFICATION
8.1 All Goods supplied shall be fit for the purpose and comply with all relevant
standards.
9
AMENDMENT TO PRODUCT RANGE
9.1 All amendments to core items will be notified to the Supplier solely by
UNIVERSITY OF EXETER GROUP.
10
SUBSTITUTIONS
10.1 The Supplier is expected to supply any product for which they have
tendered in the Price Schedule or amended by agreement. If the Supplier
is unable to supply the exact type of product requested they must inform
the Buyer, giving sound justification, before delivery is due to be made. If
the reasons given are unacceptable, then the Supplier shall supply a
better quality type of product than that ordered and shall charge the
product supplied at the price of that originally ordered.
11
FAILURE TO DELIVER
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11.1
If the Supplier fails to deliver the Goods ordered at the agreed time :
11.1.1 the Supplier shall make good such omissions within 24 hours
with the correct items or accepted substitutions at the discretion
of the Buyer, or
11.1.2 the Buyer shall be entitled to obtain the Goods elsewhere and
the Supplier shall indemnify the Buyer against all expenses
arising from it in relation to such failure on their part.
12
E PROCUREMENT
12.1 If requested by the Buyer, the Supplier shall accept the use of corporate
purchasing cards at no additional costs to the Buyer
12.2 If requested by the Buyer the Supplier shall participate in the eprocurement system of the Buyer’s choice. This shall be at no additional
costs to the Buyer providing that any ongoing Supplier costs do not
exceed the costs of purchasing cards.
13
PUBLICITY
13.1 Unless expressly permitted in writing by the Southern Universities
Purchasing Consortium the Supplier shall not publish or permit to be
published either alone or in conjunction with any other person any
information, articles, photographs or other illustrations relating to or
connected with this Agreement or the work of the Buyer. This clause shall
not preclude the Buyer and the Supplier from mutually agreeing to
promotional or publicity initiatives regarding the supply of Goods to the
Buyer’s institution.
14
CONFIDENTIAL INFORMATION
14.1 The Supplier shall maintain in confidence all information provided to the
Supplier by Southern Universities Purchasing Consortium and the Buyer
contained in this Agreement and all information developed or arising from
the execution of this Agreement. The Supplier may only disclose the same
to the extent necessary to effect the execution of the Agreement and after
obtaining from any relevant third party appropriate protection acceptable to
Southern Universities Purchasing Consortium or the Buyer as to
confidentiality.
15
THE SUPPLIER'S INSOLVENCY
15.1 If the Supplier becomes insolvent or bankrupt or (being a Company) make
an arrangement with their creditors or have an administrative receiver or
administrator appointed or commence to be wound up (other than for the
purpose of amalgamation or reconstruction) Southern Universities
Purchasing Consortium may without replacing or reducing any other of
their rights terminate the Agreement with immediate effect by written
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notice to the Supplier or any person in whom the Agreement may have
become vested.
15.2 If the ownership of the Supplier changes during the period of the
Agreement then Southern Universities Purchasing Consortium may
without replacing or reducing any other of their rights terminate the
Agreement with immediate effect by written notice to the Supplier or any
person in whom the Agreement may have become vested.
16
NON-OBSERVANCE OF CONDITIONS
16.1 If the Supplier breaches or fails to observe any provision of these Articles
of Agreement Southern Universities Purchasing Consortium may give the
Supplier written notice of such breach or non-observance. The Supplier
shall have 5 working days from receipt of the notice in which to rectify the
breach or non-observance.
16.2 Should the Supplier fail to rectify the breach or non-observance, then
Southern Universities Purchasing Consortium shall have the right to give
the Supplier three months written notice of terminating the Agreement.
17
WAIVER
17.1 A failure at any time to enforce any provision of the Agreement shall in no
way affect the right at a later date to require complete performance of the
Agreement, nor shall the waiver of the breach of any provision be taken or
held to be a waiver of any subsequent breach of the provision or be a
waiver of the provision itself.
18
NOTICE
18.1 All notices and communications required to be sent by either party in this
Agreement shall be made in writing and sent by first class mail and if sent
to the Supplier sent to the Supplier's registered head office and if sent to
Southern Universities Purchasing Consortium sent to their registered head
office and if sent to the Buyer sent the address as detailed on the
Purchase Order and shall be deemed to have reached the party to whom
it is addressed on the next business day following the date of posting.
19
AUTHORISED PARTIES
19.1 All members of Southern Universities Purchasing Consortium as detailed
on the Southern Universities Purchasing Consortium web-site are
authorised to use this Agreement and issue Purchase Orders to the
Supplier.
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20
BUSINESS ETHICS AND CONFLICT OF INTEREST
20.1 The Supplier shall establish and maintain appropriate business standards,
procedures and controls including those necessary to avoid any real or
apparent impropriety or to prevent any action or conditions which could
result in conflict with the Buyer's best interests. This obligation shall apply
to the activities of the employees and agents of the Supplier in their
relations with the employees of the Buyer and Third Parties arising from
this Agreement. Supplier's efforts shall include, but not be limited to, taking
all reasonable steps to prevent its employees or agents from making,
receiving, providing or offering gifts or entertainment of more than nominal
value, payments, loans or other considerations to anyone for the purpose
of influencing individuals, firms or bodies corporate to act contrary to the
Buyer's best interests.
21
INDEMNITY
21.1 The Supplier agrees to indemnify the Buyer against any loss or damage
sustained by the Buyer arising directly or indirectly from the Supplier's
failure to comply with its obligations under this Agreement.
22
ASSIGNMENT AND SUB-CONTRACTING
22.1 The Supplier shall not assign or sub-contract this Agreement or any part
thereof without the prior written permission of Southern Universities
Purchasing Consortium. Any such permitted sub-contracting shall not
relieve the Supplier of its obligations under the Agreement and shall not
create any contractual relationship between Southern Universities
Purchasing Consortium and the Supplier's sub-contractor(s).
22.2 The Supplier shall not assign or sub-contract any Purchase Order made
under this Agreement without the prior written agreement of the Buyer.
23
VARIATIONS
23.1 The Supplier shall not alter any terms of this Agreement without the prior
written consent of Southern Universities Purchasing Consortium
24
LANGUAGE
24.1 The ruling language of this Agreement shall be English
25
ENVIRONMENT
25.1 The Supplier shall at all times execute this Agreement with the utmost
regard to the protection of the environment and in accordance with any
environmental policy/statement which they may have.
26
EQUALITY
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26.1 The Supplier agrees to comply with the Buyers’ policies and procedures to
prevent unlawful discrimination on the grounds of sex, race, disability,
sexual orientation, age, religion and belief.
26.2 In accordance with its responsibilities under the Race Relations Act 1976
(as amended by the Race Relations (Amendment) Act 2000 and the Race
Relations Act 1976 (Amendment) Regulations 2003) to eliminate unlawful
racial discrimination, promote equal opportunities and promote good
relations between people of different racial groups, the Buyer requires its
contractors and sub-contractors to comply with the terms of this
paragraph.
26.3 The Supplier warrants that its own practices and procedures comply with
legislation to prevent unlawful discrimination and that its employees are
fully trained on matters relating to the prevention of unlawful
discrimination.
26.4 The Supplier will provide such information as required by the Buyer in
relation to its compliance with anti-discrimination legislation and will cooperate with any investigation by the Buyer or a body empowered to carry
out such investigations under the relevant legislation.
26.5 Where any investigation is conducted, or proceedings are brought which
arise directly or indirectly out of any act or omission of the Supplier, its
agents or sub-contractors and where there is a finding against the Supplier
in any such investigation or proceedings, the Supplier shall indemnify the
Buyer with respect to all costs, charges and expenses (including legal and
administrative expenses) incurred by the Buyer during or in connection
with any such investigation or proceedings and further indemnify the Buyer
for any compensation, damages, costs or other award the Buyer may be
ordered or required to pay to a third party.
26.6 Without prejudice to its remedies set out above, the Buyer may terminate
the contract if notice has been given to the Supplier of a substantial or
persistent breach of this clause providing that a reasonable period has
been given during which the breach may have been rectified and the
Supplier has failed to remedy the breach within the stated period.
27
FREEDOM OF INFORMATION
27.1 The Supplier acknowledges that the Buyer is a Public Authority for the
purposes of the Freedom of Information Act 2000 (the “FOIA”) and that the
Buyer is under a general obligation to make all information held by it,
available to the general public on request, unless an exemption under the
FOIA applies.
27.2 The Supplier confirms that in providing any information to the Buyer in
connection with this Agreement, it accepts that the Buyer may need to
disclose such information under the FOIA.
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27.3 If the Supplier has a reasonable belief that any of the information that it
has or is to be provided in connection with this Agreement is ‘Confidential’,
then the Supplier must provide a specific written Notice to the Buyer,
informing the Buyer of exactly which information the Supplier believes is
confidential AND providing the Buyer with the Supplier’s reasonable
rationale for its belief that such information is confidential. Unless and until
the Supplier has provided the Buyer with a satisfactory notice and
explanation (to be decided at the sole discretion of the Buyer), then the
Buyer shall be at liberty to disclose the information as it deems necessary,
to comply with the FOIA.
27.4 The Supplier further confirms that notwithstanding Clause 27.3 above and
Clause 14, any information provided by the Supplier to the Buyer in
connection with this Agreement, may be released to any third party under
the following circumstances:
27.4.1
A Public Access Request is validly received under the FOIA and
the Buyer is unable to refuse disclosure by applying any of the
exemptions under the FOIA;
27.4.2
A Subject Access Request is validly received under the Data
Protection Act 1998 (the “DPA”) and the Buyer is unable to
refuse disclosure by applying any of the exemption under the
DPA;
27.4.3
The Buyer is compelled to release the information under any
other Legislation, Regulation or other similar directive or order
etc;
27.4.4
The Buyer is compelled to release the information under an
order from a Court or other similar body of competent
jurisdiction;
27.4.5
The information has entered the public domain other than by the
Buyer’s breach.
27.5 In the case of a necessary disclosure, the Buyer will attempt to discuss
such disclosure with the Supplier. However the Buyer will be under no
obligation to so consult with the Supplier and retains the absolute right to
disclose the necessary information in accordance with Clause 27.4 above
or otherwise.
27.6 The Supplier confirms that if the Buyer is required to disclose any of the
information provided by the Supplier in connection with this Agreement,
then the Supplier will use its best endeavours to assist the Buyer to
comply with its obligations in this respect.
27.7 The Supplier warrants that the information that it provides to the Buyer in
connection with this Agreement will:
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27.7.1
be accurate;
27.7.2
not infringe the intellectual property rights of any third party; and
27.7.3
not be defamatory, blasphemous, obscene, racially offensive, or
unlawful in any other way.
27.8 Except in the case of death or personal injury or fraud, the Buyer will be
under no liability to the Supplier whatsoever (whether in contract, tort
(including negligence), breach of statutory duty, restitution or otherwise)
for any injury, death, damage or direct, indirect or consequential loss (all
three of which terms include, without limitation, pure economic loss, loss of
profits, loss of business, depletion of goodwill and like loss) howsoever
caused arising out of or in connection with the disclosure of information
provided by the Supplier to the Buyer in connection with this Agreement.
27.9 The Supplier agrees to indemnify, keep indemnified and hold harmless the
Buyer from and against all costs (including the costs of enforcement),
expenses, liabilities, injuries, direct, indirect or consequential loss (all three
of which terms include, without limitation, pure economic loss, loss of
profits, loss of business, depletion of goodwill and like loss), damages,
claims, demands, proceedings or legal costs (on a full indemnity basis)
and judgments which the Buyer incurs or suffers in respect of any of the
information provided by the Supplier in connection with this Agreement.”
28
APPLICABLE LAW
28.1 The construction, validity, performance and execution of this Agreement
shall be governed by and interpreted in accordance with English Law and
shall be subject to the exclusive jurisdiction of the Courts of England and
Wales.
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SOUTHERN UNIVERSITIES PURCHASING CONSORTIUM
TERMS AND CONDITIONS OF PURCHASE
CONTENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
Definitions
The Agreement
Price
Variations
Right of Rejection and Cancellation (Buyer)
Substitutions
Quality and Description
Work on Customer's Premises
Progress and Inspection
Package
Safety
Delivery
Late Delivery
Property and Risk
Acceptance
Payment
Corporate Purchase Cards
Supplier’s Warranty
Indemnity and Insurance
Recovery of Sums Due
Matters Beyond Control
Articles on Loan and Use of Information
Ownership of Results
Infringement of Patents
Notice
Amendment
Law
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1
DEFINITIONS
1.1 'The Buyer' means the member institution of Southern Universities
Purchasing Consortium who is placing the Purchase Order and its
employees, sub-contractors or agents.
1.2 'The Supplier' means the person, firm or company to whom the Purchase
Order is addressed and any employees, sub-contractors or agents of said
person, firm or company.
1.3 'Goods' means the materials, articles, works and services described in the
Agreement
1.4 'Package' means any type of package including bags, cases, carboys,
cylinders, drums, pallets, tank wagons and other containers.
1.5 'Authorised Officer' means the Buyer's employee authorised, either
generally or specifically, by the Buyer to sign the Buyer's Purchase Order.
1.6 'Authorised' means signed by one of the Buyer's Authorised Officers.
1.7 'Purchase Order' means the Buyer's authorised Purchase Order.
1.8 'Order Amendment' means the Buyer's authorised Order Amendment or
series of Order Amendments, each order amendment having precedence
over any earlier Order Amendment.
1.9 'Agreement' shall comprise the documents detailed in Section l Form of
Agreement, the Purchase Order and any other documents (or part
document) referred to.
1.10 'Price' has the meaning given in Condition 3 below.
1.11 'Sale of Goods Act 1979' shall mean the Sale of Goods Act 1979, as
amended by the Sale and Supply of Goods Act 1994.
1.12 'Supply of Goods and Services Act 1982' shall mean the Supply of Goods
and Services Act 1982 as amended by the Sale and Supply of Goods Act
1994.
2
THE AGREEMENT
2.1 The Agreement shall not include any of the Supplier's Conditions of Sale,
notwithstanding reference to them in any document. However, should this
Agreement be held, by a court of competent jurisdiction, to include The
Supplier's terms and conditions of sale then in the event of any conflict or
apparent conflict these Terms and Conditions of Purchase shall always
prevail over the Supplier's Terms and Conditions of Sale. Delivery of
Goods in response to a Purchase Order or Order Amendment shall be
taken to imply that the Supplier has accepted the Terms and Conditions of
the Agreement.
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3
BASIS OF PRICES
3.1 The Supplier shall supply the Services in accordance with the price stated in
the Agreement. The price shall include delivery and commission (as
applicable), but shall exclude VAT.
4
VARIATIONS
4.1 The Buyer shall have the right, before delivery, to send the Supplier an
Order Amendment adding to, deleting or modifying the Goods. If the
Order Amendment will cause a change to the price or delivery date then
the Supplier must suspend performance of the Purchase Order and notify
the Buyer without delay, calculating the new price and delivery date at the
same level of cost and profitability as the original price, the Supplier must
allow the Buyer at least ten working days to consider any new price and
delivery date. The Order Amendment shall take effect when, but only if
the Authorised Officer accepts in writing the new price and delivery date
within the time stipulated by the Supplier. If the Authorised Officer fails to
confirm the order amendment within the time stipulated by the Supplier
then performance of the Agreement shall immediately resume as though
the said Order Amendment had not been issued (except that The Buyer
may still exercise right of cancellation in accordance with Condition 5).
5
BUYER'S RIGHT OF REJECTION AND CANCELLATION
5.1 The Buyer shall be entitled to reject any Goods which are not of the type
or quality ordered, or in any respect not in accordance with the
requirement of the Agreement. On notice of rejection the Supplier, at their
expense, shall immediately remove the rejected Goods. Where possible
the Buyer shall, by any means, give the Supplier notice of rejection within
three days of delivery.
5.2 In addition to the Buyer's other rights of cancellation under this Agreement,
the Buyer may cancel the Purchase Order and any Order Amendment
thereto at any time by sending the Supplier a notice of termination. The
Supplier will comply with any instructions that the Buyer may issue with
regard to the Goods. If the Supplier submits a termination claim then the
Buyer will pay the Supplier the cost of any commitments, liabilities or
expenditure, excluding loss of profits, which, in the Buyer's reasonable
opinion, were a consequence of this cancellation. The total of all payments
made or due to the Supplier under this Agreement, including any
termination payment shall not exceed the price of the Goods. If the
Supplier fails to submit a termination claim within three months of the date
of the Buyer's notice of termination then the Buyer shall have no further
liability under the Agreement.
6
SUBSTITUTIONS
6.1 The Supplier is expected to supply all of the Goods covered within this
Agreement. If the Supplier is unable to supply the exact type of Goods
ordered then the Supplier shall advise the Buyer accordingly and shall,
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with the prior agreement of the Buyer, supply alternative Goods of equal or
better quality at the same prices as the Goods originally ordered.
7
QUALITY AND DESCRIPTION
7.1 The goods shall:
7.1.1
conform in every respect with the provision of the Agreement;
7.1.2
be capable of all standards of performance specified in the
Agreement;
7.1.3
be fit for any purpose made known to the Supplier expressly or by
implication and in this respect the Buyer shall rely on the
Supplier's skill and judgement;
7.1.4
be new unless otherwise specified on the Purchase Order and be
of sound materials and skilled and careful workmanship;
7.1.5
correspond to their description or any samples, patterns, drawings,
plans and specifications referred to in the Agreement;
7.1.6
be of satisfactory quality;
7.1.7
comply with any current legislation.
7.2 Unless specifically required under the Agreement, there shall be no
asbestos content in the Goods.
8
WORK ON THE BUYER'S PREMISES
8.1 If the Agreement involves any works or services which the Supplier
performs on the Buyer's premises then the following conditions shall apply:
9
8.1.1
The Supplier shall ensure that their employees, their subcontractors and any other person associated with them will adhere
in every respect to the obligations imposed on them by current
safety legislation.
8.1.2
The Supplier shall ensure that their employees, their subcontractors and any other person associated with them will comply
with any regulations that the Buyer may notify to the Supplier in
writing.
PROGRESS AND INSPECTION
9.1 The Supplier shall at their expense, provide any programmes of
manufacture and delivery that The Buyer may reasonably require. The
Supplier shall notify the Buyer without delay in writing if their progress falls
behind or may fall behind any of these programmes.
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9.2 The Buyer shall have the right to check progress at The Supplier's works
or the works of sub-contractors at all reasonable times, to inspect and to
reject Goods that do not comply with the Agreement. The Supplier's subcontractors shall reserve such rights for the Buyer.
9.3 Any inspection or approval shall not relieve The Supplier from their
obligations under this Agreement.
10
PACKAGE
10.1 Unless otherwise stated in the Agreement, all package shall be nonreturnable. If the Agreement states that package is returnable, the
Supplier must give the Buyer full disposal instructions before the time of
delivery. The package must be clearly marked to show to whom it
belongs. The Supplier must pay the cost of all carriage and handling for
the return of package. The Buyer shall not be liable for any package lost
or damaged in transit.
11
SAFETY
11.1 The Supplier shall observe all legal requirements of the United Kingdom,
European Union and relevant international agreements in relation to
health, safety and environment, and in particular to the marking of
Hazardous Goods, the provision of data sheets for hazardous materials
and all provisions relating to food.
12
DELIVERY
12.1 The Goods shall be properly packed, secured and despatched at The
Supplier's expense to arrive in good condition at the time or times and the
place or places specified in the Agreement. If the Supplier fails to obtain a
receipt from an authorised person the Buyer disclaims all responsibility for
the security of Goods delivered. Under no circumstances shall Goods be
left at any premises unattended.
12.2 Deliveries shall only be made during those hours when the establishment
is normally open for the receipt of goods.
12.3 For each and every delivery made under this Agreement the Supplier shall
issue a delivery note stating the full delivery address and a full and proper
description of the Goods supplied, quantity and official Purchase Order
number. The delivery note shall accompany the Goods from the place of
packing to the place of delivery.
12.4 The Buyer shall retain one copy of the delivery note and the Supplier shall
ensure that they retain documentary proof for delivery purposes. The
Supplier shall allow sufficient time for Goods to be properly examined and
to obtain any necessary receipts.
12.5 If The Supplier or their carrier deliver any Goods at the wrong time or to
the wrong place then The Buyer may deduct from the price any resulting
costs of storage or transport.
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13
LATE DELIVERY
13.1 If the Goods or any part of them are not delivered by the time or times
specified in the Agreement then the Buyer may, by written notice, cancel
any undelivered balance of the Goods. The Buyer may also return for full
credit and at the Supplier's expense any Goods that in The Buyer's
opinion cannot be the used owing to this cancellation. The Buyer may
have the Goods supplied by alternative means and any additional costs
reasonably so incurred shall be at The Supplier's expense. This shall not
affect any other rights that The Buyer has.
14
PROPERTY AND RISK
14.1 The Supplier shall bear all risks of loss and damage to the Goods until
they have been delivered and shall insure accordingly.
14.2 Ownership of the Goods shall pass to the Buyer
14.2.1 when the Goods have been delivered, but without prejudice to the
Buyer's right of rejection under this Agreement, and
14.2.2 if the Buyer makes any advance or stage payment, at the time
such payment is made, in which case the Supplier must as soon
as possible mark the Goods as the Buyer's property.
15
ACCEPTANCE
15.1 The Buyer shall have the right to reject the Goods in whole or in part
whether or not paid for in full or in part within a reasonable time of delivery
if they do not conform to the requirements of this Agreement. It is agreed
that the Buyer may exercise the right of rejection notwithstanding any
provision contained in Section 11 or Section 15A or Section 30
(subsections 2A and 2B) or Section 35 of the Sale of Goods Act 1979.
The Buyer shall give the Supplier a reasonable opportunity to replace the
Goods with new Goods that conform with this Agreement, after which time
The Buyer shall be entitled to cancel the Purchase Order and purchase
the nearest equivalent Goods elsewhere and any additional costs
reasonably so incurred shall be at The Supplier's expense. In the event of
cancellation under this condition the Supplier shall promptly repay any
monies paid under the Agreement without any retention or offset
whatsoever. Cancellation of the Purchase Order under this condition shall
not affect any other rights The Buyer may have. The Supplier must collect
all rejected Goods within a reasonable time of rejection or The Buyer shall
return them to the Supplier at the Supplier's risk and expense.
16 PAYMENT
16.1 Unless stated otherwise in the Agreement or on the Purchase Order the Buyer
shall pay the Supplier within thirty days of receipt of a correct invoice and
delivery of the Goods whichever is the later. The Supplier's invoice must be
addressed to the department indicated on the Purchase Order and must quote
the full Purchase Order number, details and quantity of Goods supplied and
the price calculated within the terms of the Agreement. The Buyer shall not be
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held responsible for delays in payment caused by the Supplier's failure to
comply with the Buyer's invoicing instructions.
17 CORPORATE PURCHASE CARDS
17.1 The Supplier shall if requested by the Buyer accept the use of corporate
purchasing cards at no additional costs to the Buyer.
18 THE SUPPLIER'S WARRANTY
18.1 It is expressly agreed between both parties that:
18.1.1 The Supplier shall promptly make good at their expense any
defect in the Goods that the Buyer discovers under proper usage
during the first twelve months of actual use or eighteen months
from the date of acceptance by The Buyer, whichever period shall
expire first. Such defects may arise from the Supplier's faulty
design, The Supplier's erroneous instructions as to use or
inadequate or faulty materials or poor workmanship or any other
breach of the Supplier's obligations whether in this Agreement or
in Law.
18.1.2 Repairs or replacements will themselves be covered by the above
warranty, but for a period of twelve months from acceptance by
the Buyer.
18.1.3 The Supplier will ensure that compatible spares are available to
facilitate repairs (where applicable) for a period of at least ten
years from the date of delivery of the Goods.
19 INDEMNITY AND INSURANCE
19.1 The Supplier shall indemnify The Buyer against all loss, actions, costs,
claims, demands, expenses and liabilities whatsoever (if any) which The
Buyer may incur either in common law or by statute in respect of personal
injury to or death of any person or in respect of any loss or destruction of
or damage to property (other than as a result of any default or neglect of
ourselves or any person for whom he Buyer is responsible) which shall
have occurred in connection with any work executed by the Supplier under
this Agreement or shall be alleged to be attributable to some defect in the
Goods.
19.2 This Purchase Order is given on the condition that (without prejudice to
the generality of Condition 19(a)) the Supplier will indemnify the Buyer
against all loss, costs, claims, demands, expenses and liabilities
whatsoever (if any) which the Buyer may incur either at Common Law or
by statute (other than as a result of any default or neglect of the Buyer or
of any person for whom The Buyer is responsible) in respect of personal
injury to or death of any of the Supplier's or the Buyer's employees,
agents, sub-contractors or other representatives whilst on the Buyer's
premises whether or not such persons are (at the time of such personal
injury or deaths are caused) acting in the course of their employment.
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19.3 The Supplier will indemnify the Buyer against any and all loss, costs,
expenses and liabilities caused to the Buyer whether directly or as a result
of the action, claim or demand of any third party by reason or any breach
by the Supplier of these conditions or any terms or obligations on their part
implied by the Sale of Goods Act 1979, the Supply of Goods and Services
Act 1982 or any other statue or statutory provision relevant to the
Agreement or to Goods or work covered thereby. This indemnity shall not
be prejudiced or waived by any exercise of the Buyer's rights under
Condition 14.
19.4 The Supplier shall hold satisfactory insurance cover with a reputable
insurer to fulfil their insurance obligations for the duration of this
Agreement including public liability insurance cover of at least £5M. The
Supplier shall affect insurance against all those risks arising from their
indemnity in Condition 19(c). Satisfactory evidence of such insurance and
payment of current premiums shall be shown to The Buyer upon request
20 RECOVERY OF SUMS DUE
20.1 Whenever under the Agreement any sums of money shall be recoverable
from or payable by the Supplier, they may be deducted from any sums
then due, or which at any later time may become due to the Supplier
under this Agreement or under any other Agreement the Supplier may
have with the Buyer.
21 MATTERS BEYOND CONTROL
21.1 If either party is delayed or prevented from performing its obligations under
this Agreement by circumstances beyond the reasonable control of either
party (including without limitation any form of Government intervention,
strikes and lock-outs relevant to the Purchase Order or breakdown of
plant), such performance shall be suspended, and if it cannot be
completed within a reasonable time after the due date as specified in the
Purchase Order, then the Purchase Order may be cancelled by either
party. The Buyer shall pay to the Supplier such sum as may be fair and
reasonable in all the circumstances of the case in respect of work that the
Buyer have received full benefit as originally contemplated in the
Agreement. This provision can have effect only if it is called into operation
by the party wishing to rely on it giving written notice to the other to that
effect.
22 ARTICLES ON LOAN AND USE OF INFORMATION
22.1 All tools, materials, drawings, specifications and other equipment and data
('The Articles') loaned by the Buyer to the Supplier in connection with the
Agreement shall always remain the Buyer's property and be surrendered
to the Buyer upon demand in good and serviceable condition (fair wear
and tear allowed) and are to be used by the Supplier solely for the
purpose of completing the Agreement. The Supplier shall not copy of any
of the Articles without the consent in writing of the Authorised Officer.
Until the Supplier returns all the Articles to the Buyer they shall be at the
Supplier's risk and insured by the Supplier at their expense. All scrap
arising from the supply of such Articles must be disposed of at the Buyer's
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discretion and all proceeds of sales of such scrap must promptly be paid
to the Buyer in full.
22.2 Any information derived from the Buyer's property or otherwise
communicated to the Supplier in connection with the Agreement shall be
kept secret and confidential and shall not, without the consent in writing of
the Authorised Officer, be published or disclosed to any third party, or
made use of by the Supplier except for the purpose of implementing the
Agreement.
23 OWNERSHIP OF RESULTS
23.1 If the Agreement involves design and/or development work
23.2 All rights in the results of work arising out of or deriving from this
Agreement, including inventions, designs, copyright and knowledge, shall
be the Buyer's property and the Buyer shall have the sole right to
determine whether any letters patent, registered design, trademark and
other protection shall be sought.
23.3 The Supplier shall promptly communicate to the Buyer all such results and
shall if requested and at the Buyer's expense do all acts and things
necessary to enable the Buyer or their nominee to obtain letters patent,
registered designs and other protection for such results in all territories
and to assign the same to the Buyer or their nominee.
23.4 The Supplier shall ensure that all technical information (including computer
programmes and programming information) arising out of or deriving from
this Agreement is held in strict confidence except for any such information
which becomes public knowledge other than by breach of this Agreement.
24 INFRINGEMENT OF PATENTS
24.1 With the exception of goods made to the Buyer's design or instructions,
the Supplier shall warrant that neither the Goods nor the Buyer's use of
them will infringe any patent registered, design trade mark, copyright or
other protected right and undertake to indemnify the Buyer against all
actions, claims, demands costs, charges and expenses arising from or
incurred by reason of any infringement or alleged infringements of any
such right.
25 NOTICE
25.1 All notices and communications required to be sent by the Supplier or the
Buyer in this Agreement shall be made in writing and sent by first class
mail and if sent to the Supplier sent to their registered or head office and if
sent to the Buyer sent to the address as detailed on the Purchase Order
and shall be deemed to have reached the party to whom it is addressed
on the next business day following the date of posting.
26 AMENDMENT
26.1 No addition, alteration or substitution of these conditions will bind the
Buyer or form part of the Agreement unless and until accepted in writing
by the Authorised Officer.
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27 LAW
27.1 This Agreement shall be subject to English Law and the jurisdiction of the
English Courts.
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