1.
Definitions
12.3
The company reserves the right to reject any goods or services which are faulty or do not
conform to the quality, quantity, standard or description specified in the order.
1.1
The term Company shall mean North Nottinghamshire College.
1.2
The term Seller or Contractor shall mean the person, firm or company to whom the Purchase
Order is issued.
12.4
Rejected goods shall be removed by, and at the expense of, the Contractor within seven days
after the Company has notified the Contractor of the rejection. If not so removed, the College
may return the rejected goods at the Contractor’s risk and expense.
1.3
The word ‘Goods’ includes all goods and work on the Purchase Order.
13.
Free-issue Materials
Where the Company for the purposes of the Purchase Order issues materials free of charge to
the Contractor such materials shall be and remain the property of the Company. Contractor
shall maintain all such materials in good order and condition subject in case of tooling, patterns
and the like, to fair wear and tear. Contractor shall use such materials solely in connection with
the Purchase Order. Any surplus materials shall be disposed of at the Company’s discretion.
Waste of such materials arising from bad workmanship or negligence of Contractor shall be
made good at contractor’s expense. Without prejudice to any other of the rights of the College,
Contractor shall deliver up such materials whether further processed or not to the Company on
demand.
1.4
The ‘Contract’ shall mean the contract between the Company and the Seller consisting of the
Purchase Order placed subject to these conditions and any other documents and conditions
specified in the Purchase Order. No attendant conditions submitted or referred to by the
Contractor when tendering or acknowledging receipt of an order will form part of the Contract
unless otherwise agreed to in writing by the Company.
1.5
Acceptance of this order will be deemed to bind the Contractor to the following terms and
conditions and any other documents and conditions specified in the Purchase Order. No goods
or services shall be supplied or performed except in accordance therewith. In the case of any
14.
conflict between these conditions and those of the Contractor these conditions will prevail.
Hazardous Goods must be marked by Seller with International Danger Symbol(s) and display
the name of the materials in English. Transport and other documents must include declaration
of the hazard and name of the materials in English. Goods must be accompanied by
emergency information, in English in the form of written instructions, labels and markings. Seller
shall observe the requirements of UK and International Agreements relating to the Packing,
labelling and carriage of hazardous Goods.
14.2
All information held by, or reasonably available to, Seller regarding any potential hazards known
or believed to exist in the transport handling or use of the Goods supplied shall be promptly
communicated to Buyer.
15.
Packages
The Company shall not accept any charge other than specified on the order for casks, packages
or containers of any description whatsoever, but the Company will endeavour to have them
returned to the Contractor.
16.
Warranty
Seller shall soon as reasonably practicable repair or replace all Goods which are or become
defective during the period of 12 months from putting into service, where such defects occur
under usage and are due to faulty design. Seller’s erroneous instructions as to use or
erroneous use data, or inadequate or faulty materials or workmanship, or any other breach of
Seller’s warranties, expressed or implied. Repairs and replacements shall themselves by
subject to the foregoing obligations for a period of 12 months from the date or re-installation or
passing of test (if any) which ever is appropriate after repair or replacement.
2.
Delivery Date
The date of delivery of the Goods shall be that specified in the Purchase order unless agreed
otherwise between Company and Contractor. The Contractor shall furnish such programmes of
manufacture and delivery as The Company may reasonably require and the Contractor shall
give notice to the Company as soon as practicable if such programmes are likely to be delayed.
3.
Delivery Point
All goods must be delivered at the delivery point specified in the Purchase Order. If Goods are
incorrectly delivered, seller will be held responsible for any additional expense incurred in
delivering them to their correct destination.
4.
Passing of Property and Risk to Buyer
The property and risk in the Goods shall remain in Seller until they are delivered during the
Company’s normal business hours at the point specified in the Purchase Order.
5.
Terms of Payment
Unless otherwise stated in the Purchase Order, payment will be made by the end of the month
following that in which the Invoice is received.
6.
Loss or Damage in Transit
6.1
The Company will endeavour to comply with any conditions of the contractor relating notification
of damage, or loss in transit, or non-delivery of goods but the Company shall not be deemed to
have accepted the goods as being in good condition and in accordance with the Purchase Order 17.
by reason of their failure to comply with such conditions.
Should the college reject any goods supplied under clause 16 and the contractor be unable to
supply acceptable replacements within the time fixed by the company, or should the contractor
fail to provide the goods or any part thereof, or fail to comply with any reasonable order given to
him in writing by the company in connection with such default, or shall contravene any
provisions of the Purchase Order the Company may immediately give notice in writing to the
contractor or make good such failure or contravention.
17.2
Seller shall not supply any Goods which are at variance with the specification given in the
Purchase Order except as directed in writing by the Company but the Company shall have the
right from time to time, by notice in writing to the Seller to and add to or to omit, or otherwise
vary, the Goods, and Seller shall carry out such variations and be bound by the same conditions 18.
so far as applicable as though the said variations were stated in the Purchase Order.
Should the Contractor fail to comply with the notice within seven days of it receipt then the
Company without prejudice to any other rights they may shall obtain goods in lieu thereof and
the Seller shall make good any excess costs incurred by the Company in so doing.
18.1
The Contractor shall (except and so far as the Contract otherwise provides) indemnify and keep
indemnified the Company against all losses and claims for injuries (including death, illness and
disease) or damage to any person or property whatsoever which may arise out of or in
consequence of the execution of this Contract and against all claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
Provided always that the Contractor’s liability to indemnify the Company as aforesaid shall be
reduced proportionately to the extent that the act or neglect of the Company, their servants or
agents may have contributed to the said loss, injury or damage. The Contractor shall (but
without limiting his obligations and responsibilities under the indemnity given by the Contractor
in this Clause) insure against any damage loss or injury which may occur to any property or to
any person by or arising out of the execution of the Contract or in the carrying out of the
contract. Such insurance shall be affected with an insurer and in terms approved by the
company for at least the sum of £2,000,000 any one claim, unlimited in any one period of
insurance of for any higher amount specified by the Company. The terms shall include a
provision whereby in the event of any claim in respect of which the Contract would be entitled to
received indemnity under the policy being brought or made against the Company the insurer will
indemnify the Company against such claim and any costs, charges and expenses in respect
thereof. The Contractor shall wherever required produce to the Company the policy or policies
of insurance and receipts for payment of the current premiums.
The Company shall not be deemed to have accepted goods as being in good condition and in
accordance with the Purchase Order by reason only that a signature has been given on behalf
of the Company on a delivery note or other form of receipt for the goods without notification of
any damage or shortage being endorsed thereon.
7.
Variations
7.2
No variation in price will be accepted unless reasonable written notice has been given to the
Company of such variations and the Company’s written approval has been obtained thereto
prior to the execution of the order.
8.
Patent-Rights
Seller will indemnify the Company against any claim or infringement of Letters patent,
Registered Design, Service or Trade Mark or copyright by use of sale of any article or material
supplied by Seller to the Company and against all costs and damages which the College may
incur in any action for such infringement or for which the Company may become liable in any
such action.
9.
Force Majeure
Neither party shall be liable for failure to perform its obligations under the contract if such failure
results from circumstances which could not have been contemplated and which are beyond the
party’s reasonable control.
10.
Assignment and Sub-letting
The Contract shall not be assigned by Seller nor sub-let as a whole. Contractor shall not sub-let
any part of the work without the Company’s written consent but the restriction contained in this
clause shall not apply to sub-contractors for materials, for minor details, or for any part of which 18.2
the makers are named in the Purchase Order. Contractor shall be responsible for all work done
and goods supplied by all sub-contractors.
11.
Progress and Inspection
The Company’s representatives shall have the right to progress and inspect all Goods at
Contractor’s works and the works of sub-contractors at all reasonable times and to reject goods 19.
that do not comply with the terms of the Purchase Order. Contractor’s sub-Contacts shall
include this provision. Any inspection, checking, approval or acceptance given on behalf of the 19.1
Company shall not relieve Contractor or his sub-contractor’s from any obligation under the
Contract.
12.
Company’s Rights in Specifications, Plans, Process Information, etc.
12.1
Any specifications, plans, drawings, process information, patterns or designs supplied by the
Company to Contractor in connection with the Purchase Order shall remain the property of the
Company and any information derived therefrom or otherwise communicated to Contractor in
connection with the Purchase Order shall be kept secret and shall not, without the consent in 19.2
writing of the Company be published or disclosed to any third party, or made use of by
Contractor except for the purpose of implementing the Purchase Order. Any specifications,
plans, drawings, process information, patterns or designs supplied by the company must be
returned to the Company on fulfilment of the Purchase Order.
12.2
Contractor’s Default
17.1
6.2
7.1
Hazardous Goods
14.1
All goods supplied must meet the governing specification(s) as to quantity, quality, standard or
description stipulated in the order.
20.
Indemnity and Insurance Clause
The Company shall not be liable for loss or damage howsoever caused to the Contractor’s
equipment hired under these conditions other than loss or damage due to negligence of the
Company provided that for the purpose of the foregoing conditions the Company shall not be
deemed negligent by reason only of leaving such equipment unguarded or unattended on site
for any period.
Termination
If the Contractor commits any breach in the terms and conditions of the contract and has failed
to remedy the same within a reasonable time of being given notice to do so, or if he shall die or
become insolvent or bankrupt, or (being a Company) makes an arrangement with its creditors or
has an administrative receiver or administrator appointed or commences to be would up (other
than for the purposes of amalgamation or reconstruction), the Company may, without prejudice
to any other of his rights, terminate the contract forthwith by notice in writing to Contractor or any
person in whom the Contract may have become vested. The Company shall not be liable for
any loss to the contractor including consequential loss.
This order may be cancelled at any time by the Company giving notice to the contractor in
writing. A fair and reasonable price shall be paid for all work in progress at the time of the
cancellation and subsequently received by the Company. The Company shall not be liable for
any loss to the contractor including consequential loss.
Construction of Contract
The construction validity and performance of the contract shall be governed by the law of
England.