TERMS & CONDITIONS OF CONTRACT
A. DEFINITIONS
•
“Business Day” means 8.30a.m – 5.00p.m on any day (other than a Saturday,
Sunday or a public holiday) when banks in London are open for business.
•
“Contract” means the contract between the Purchaser and the Supplier for the
supply of Goods and/or Services in accordance with these Conditions.
•
“Deliverables” means all documents, products and materials developed by the
Supplier or its agents, contractors and employees as part of or in relation to the
Services, including without limitation computer programs, data, reports and
specifications (including drafts).
•
“Goods” means the goods (or any part of them) agreed under the Contract to be
bought by the Purchaser from the Supplier.
•
“Purchaser” means
o Metropolitan Housing Trust Limited is charitable, registered under the
Industrial & Provident Societies Act 1965, No. 16337R and registered with the
Homes and Communities Agency, the regulator of social housing, No. LO726.
Consumer Credit Licence No. 557055
o
Metropolitan Support Trust Ltd, is registered in England and Wales No
01993366. Registered with the Homes and Communities Agency, the
regulator of social housing, No. LH3741 and with the Charity Commission,
No. 298096.
o
Clapham Park Homes Limited, is registered at Companies House: No.
05300630, registered with the Charity Commission: No. 1109769 and
registered with the Homes and Communities Agency, the regulator of social
housing, No. L4467. Clapham Park Development is a subsidiary of Clapham
Park Homes Limited, Registered at Companies House: No 05623548
and where the context permits, reference to the Purchaser in these Terms and
Conditions shall include reference to an employee of the Purchaser.
•
“Purchaser Materials” has the meaning set out in clause 4.1(h).
•
“Purchase Order” means the Purchaser's order and specification for the supply of
Goods and/or Services, as set out in the Purchaser's purchase order form, or in the
Purchaser's written acceptance of the Supplier's quotation, or as set out in the
Appendix of these Conditions, as the case may be.
•
“Services” means the services, including without limitation any Deliverables, to be
provided by the Supplier under the Contract.
•
“Supplier” means the person or firm from whom the Purchaser purchases the
Goods and/or Services, the details of which are stated on the Purchase Order.
•
“Terms and Conditions” means these terms and conditions for the supply of goods
and/or Services
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•
•
•
•
“Personal Data” has the meaning set out in section 1(1) of the DPA98 and relates
only to personal data, or any part of such personal data, of which the Purchaser is
the Data Controller and in relation to which the Supplier is providing service under
the Contract and this Addendum.
“Data Controller” means a person (i.e. a legal person) who either alone or jointly or
in common with other legal persons determines the purposes for which and the
manner in which any personal data are, or are to be, processed. Section 1(1) DPA98
refers
“Data Processor” means any person (other than an employee of the data controller)
who processes the data on behalf of the Data Controller. Section 1(1) of the DPA98
refers
“Processing and process” have the meaning set out in section 1(1) of the DPA98
1. BASIS OF CONTRACT
1.1. The Purchase Order constitutes an offer by the Purchaser to purchase Goods
and/or Services from the Supplier in accordance with these Conditions.
1.2. The Purchase Order shall be deemed to be accepted on the earlier of:
(a)
the Supplier issuing written acceptance of the Purchase Order; or
(b)
any act by the Supplier consistent with fulfilling the Purchase Order, at
which point and on which date the Contract shall come into existence (the
“Commencement Date”).
1.3. These Conditions apply to the Contract to the exclusion of any other terms that the
Supplier seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
1.4. All of these Conditions shall apply to the supply of both Goods and Services except
where the application to one or the other is specified.
2. SUPPLY OF GOODS
The Supplier warrants that the Goods shall:
2.1. correspond with their description and any applicable specification; and
2.2. comply with all applicable statutory and regulatory requirements relating to the title,
quality, purpose, manufacture, labelling, packaging, storage, handling and delivery
of the Goods.
3. DELIVERY OF GOODS
3.1. The Supplier shall deliver the Goods in accordance with the instructions set out on
the Purchase Order or as otherwise instructed by the Purchaser before delivery.
3.2. The Supplier warrants that:
(a)
the Goods are properly packed and secured in such manner as to
enable them to reach their destination in good condition; and
(b)
each delivery is accompanied by a delivery note which shows the
date of the Purchase Order, the Purchase Order number (if any), the
type and quantity of the Goods (including the code number of the
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Goods (where applicable)), special storage instructions (if any) and, if
the Goods are being delivered by instalments, the outstanding
balance of Goods remaining to be delivered.
3.3. Delivery of the Goods shall occur on the completion of unloading and stacking (if
applicable) of the Goods at the delivery location.
3.4. The Supplier is responsible for the provision of all equipment /resource required for
the processing (if necessary), loading, delivery and off-loading of the Goods.
3.5. The Supplier shall provide to the Purchaser prior to delivery of the Goods, full
information in respect of any substances to be supplied which are subject to the
Control of Substances Hazardous to Health Regulations 2002.
3.6. Unless stated on the Purchaser Order the Supplier shall not deliver the Goods in
instalments without the Purchaser's prior written consent. Where it is agreed that the
Goods are delivered by instalments, separate invoices must be rendered for each
part delivery against the Purchase Order.
3.7. If the Supplier delivers more or less than the quantity of Goods ordered, and the
Purchaser accepts the delivery, a pro rata adjustment shall be made to the invoice
for the Goods.
3.8. The Goods shall remain at the risk of the Supplier until acceptance by the Purchaser
is complete as set out in clause 3.10.
3.9. If there is any delay or likely delay in delivering the Goods the Supplier shall give
written notice and details of the delay to the Purchaser and will provide details of any
alternative delivery dates. The Purchaser may grant in writing a reasonable
extension of the delivery time such delivery time to be stated in the Purchase Order.
If no such extension is granted then the supplier shall deliver the Goods in
accordance with the original date agreed.
3.10. Title to the Goods shall transfer on acceptance of the Goods by the Purchaser.
Acceptance will take place following written email confirmation of acceptance by the
Purchaser or seven working days after delivery of the Goods, whichever is the
latter, subject to rejection of the Goods under clause 10.5.
4. SUPPLY OF SERVICES
4.1. In providing the Services, the Supplier warrants it shall:
(a)
co-operate with the Purchaser in all matters relating to the Services,
and comply with all instructions of the Purchaser;
(b)
perform the Services with the best care, skill and diligence in
accordance with best practice in the Supplier's industry, profession or
trade;
(c)
ensure that the Services and Deliverables will conform with all
specifications stated on the Purchase Order or otherwise, and that the
Deliverables shall be fit for any purpose expressly or impliedly made
known to the Supplier by the Purchaser;
(d)
provide all equipment, tools and vehicles and such other items as are
required to provide the Services;
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(e)
use the best quality goods, materials, standards and techniques, and
ensure that the Deliverables, and all goods and materials supplied and
used in the Services or transferred to the Purchaser, will be free from
defects in workmanship, installation and design;
(f)
obtain and at all times maintain all necessary licences and consents,
and comply with all applicable laws and regulations;
(g)
observe any security requirements that apply at the Purchaser's
premises;
(h)
hold all materials, equipment and tools, drawings, specifications and
data supplied by the Purchaser to the Supplier (the “Purchaser
Materials”) in safe custody at its own risk, maintain the Purchaser
Materials in good condition until returned to the Purchaser, and not
dispose or use the Purchaser Materials other than in accordance with
the Purchaser's written instructions or authorisation; and
(i)
not do or omit to do anything which may cause the Purchaser to lose
any licence, authority, consent or permission upon which it relies for
the purposes of conducting its business, and the Supplier
acknowledges that the Purchaser may rely or act on the Services.
4.2. In carrying out the Services the Supplier shall consider employing the Purchaser’s
tenants or residents to fulfil any of the Supplier’s obligations in providing the
Services. In order to facilitate compliance with this clause the Purchaser will
advertise to its tenants and residents any jobs, training, apprenticeships or other
such vacancies that the Supplier, its agents or subcontractors wish to advertise in
relation to the Services.
4.3. If there is any delay or likely delay in providing the Services the Supplier shall give
written notice and details of the delay to the Purchaser and will provide details of any
alternative dates on which the Services will be provided. The Purchaser may grant in
writing a reasonable extension of the time stated in the Purchase Order that the
Services will be provided. If no such extension is granted then the Supplier shall
provide the Services in accordance with the original delivery date agreed.
5. PURCHASER'S OBLIGATIONS
The Purchaser shall:
(a)
provide the Supplier with reasonable access at reasonable times to
the Purchaser's premises for the purpose of providing the Services;
and
(b)
provide such information as the Supplier may reasonably request for
the provision of the Services and the Purchaser considers reasonably
necessary for the purpose of providing the Services.
6. CHARGES AND PAYMENT
6.1. The Purchaser will not make any payment to the Supplier unless the Supplier is in
receipt of a Purchase Order.
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6.2. The price for the Goods shall be the price set out in the Purchase Order and shall
be inclusive of the costs of packaging, insurance and carriage of the Goods.
6.3. The charges for the Services shall be set out in the Purchase Order and shall
include every cost and expense of the Supplier directly or indirectly incurred in
connection with the performance of the Services.
6.4. In respect of Goods, the Supplier shall invoice the Purchaser on or at any time after
acceptance as set out in clause 3.10.
6.5. In respect of Services, the Supplier shall invoice the Purchaser quarterly in advance
with a single invoice. Each invoice shall include cost centre breakdown, and
supporting information required by the Purchaser to verify the accuracy of the
invoice.
6.6. The Purchaser shall be under no obligation to make any payment to the Supplier in
relation to the supply of Goods if information has not been supplied in accordance
with clause 3.5.
6.7. In consideration of the supply of Goods and/or Services by the Supplier, after
receiving a correctly rendered invoice the Purchaser shall pay the invoiced amounts
via BACS transfer within 30 days after the date that the Goods are delivered.
6.8. Payment by the Purchaser shall be without prejudice to any claims or rights which
the Purchaser may have against the Supplier and shall not constitute an admission
by the Purchaser as to the performance by the Supplier of its obligations under the
Contract.
6.9. All amounts payable by the Purchaser under the Contract are exclusive of valued
added tax chargeable from time to time (VAT). Where any taxable supply for VAT
purposes is made under the Contract by the Supplier to the Purchaser, the
Purchaser shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the
supply of the Goods and/or Services at the same time as payment is due for the
supply of the Goods and/or Services. The VAT invoice must quote the Purchase
Order number, the VAT rate, the amount of VAT charged and the Supplier’s VAT
registration number.
6.10. The Supplier shall maintain complete and accurate records of the time that Goods
are supplied and the time spent and materials used by the Supplier in providing the
Services, and the Supplier shall provide the Purchaser with this information within 3
Business Days of the Purchaser’s request for the same.
6.11. The Supplier will be required, after the final settlement of the Contract, to retain all
relevant time sheets, wages books, vouchers, comparative quotations and invoices,
in connection with the contract for a period of six years following payment of the
final account or until inspected and approved by the Metropolitan and/or its
auditors.
6.12. The Supplier shall not be entitled to assert any credit, set-off or counterclaim
against the Purchaser in order to justify withholding payment of any such amount in
whole or in part. The Purchaser may, without limiting its other rights or remedies,
set off any amount owing to it by the Supplier against any amount payable by the
Purchaser to the Supplier.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Save where the Goods are made up in accordance with a design supplied by the
Purchaser, the Supplier warrants that none of the Goods shall infringe any patent,
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trade mark, registered design, copyright or other rights in intellectual property or
industrial property of any third party.
7.2. The Supplier shall indemnify the Purchaser against all actions, demands, charges,
expenses and costs (including legal costs on a solicitor and purchaser basis) which
the Purchaser may incur as a result of or in connection with any breach of clause
7.1.
7.3. All current and future intellectual property rights (including the copyright) in any
reports, documentation or materials produced as part of the Services are hereby
assigned to and shall vest in the Purchaser. This condition shall survive the
termination of this Contract.
7.4. Save where the Services uses documentation and materials supplied by the
Purchaser, the Supplier warrants that none of the documentation and materials used
or created as part of the Services shall infringe any patent, trade mark, registered
design, copyright or other rights in industrial property of any third party.
7.5. The Supplier shall indemnify the Purchaser against all actions, demands, charges,
expenses and costs (including legal costs on a solicitor and purchaser basis) which
the Purchaser may incur as a result of or in connection with any breach of clause 7.4
8. INDEMNITY
8.1. The Supplier shall keep the Purchaser indemnified in full against all costs,
expenses, damages and losses (whether direct or indirect), including any interest,
fines, legal and other professional fees and expenses awarded against or incurred
or paid by the Purchaser as a result of or in connection with:
(a)
any claim made against the Purchaser by a third party for death, personal
injury or damage to property arising out of, or in connection with, defects in
Goods, to the extent that the defect in the Goods is attributable to the acts or
omissions of the Supplier, its employees, agents or subcontractors;
(b)
any claim made against the Purchaser by a third party arising out of, or in
connection with, the supply of the Goods or Services, to the extent that such
claim arises out of the breach, negligent performance or failure or delay in
performance of the Contract by the Supplier, its employees, agents or
subcontractors; and
(c)
any claim made against the Purchaser for actual or alleged infringement of a
third party's intellectual property rights arising out of, or in connection with,
the manufacture, supply or use of the Goods, or receipt, use or supply of the
Services.
8.2. For the duration of the Contract and for a period of 6 years thereafter, the Supplier
shall maintain in force, with a reputable insurance company;
(a)
professional indemnity insurance to the extent that it is relevant to the supply
of Goods and/or Services for the amount of £5,000,000 (five million pounds);
(b)
product liability insurance to the extent that it is relevant to the supply of
Goods and/or Services for the amount of £5,000,000 (Five million pounds);
(c)
public liability insurance for the amount of £5,000,000 (Five million pounds);
and
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(d)
employer’s liability insurance for the amount of at least £5,000,000 (Five
million pounds),
in respect of any single occurrence or series of occurrences arising out of a single
event, to cover the liabilities that may arise under or in connection with the Contract
and shall, on the Purchaser's request, produce both the insurance certificate giving
details of cover and the receipt for the current year's premium in respect of each
insurance.
8.3. If the Contract expires or is terminated in accordance with clause 11 and any
employees of the Supplier transfer to the Purchaser under the Transfer of
Undertakings (Protection of Employment) Regulations 2006, the Supplier shall keep
the Purchaser indemnified in full against any costs and liabilities incurred by it as a
result of the transfer, including any redundancy payments.
8.4. This clause 8 shall survive termination of the Contract.
9. CONFIDENTIALITY
A party (the “Receiving Party”) shall keep in confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a confidential
nature and have been disclosed to the Receiving Party by the other party (the
“Disclosing Party”), its employees, agents or subcontractors, and any other confidential
information concerning the Disclosing Party's business, products or services which the
Receiving Party may obtain. The Receiving Party shall restrict disclosure of such
information to such of its employees, agents or subcontractors as need to know it for the
purpose of discharging the Receiving Party's obligations under the Contract, and shall
ensure that such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall
survive termination of the Contract.
10. DATA PROTECTION
10.1. The Purchaser and the Supplier acknowledge that for the purposes of the Data
Protection Act 1998 (“DPA98”), the Purchaser is the Data Controller and the
Supplier is the Data Processor of any Personal Data.
10.2. The Supplier shall comply with the DPA98 and any other applicable data protection
legislation and must not do, or omit to do anything which would cause the
Purchaser to be in breach of the DPA98 or any other applicable data protection
legislation, including but not limited to the Privacy & Electronic Communications
Regulations 2003 (PECR). In particular the Supplier agrees to comply with the
obligations placed on the Purchaser by the seventh data protection principle (“the
7th Principle) set out in the DPA98, namely:
(a)
to maintain technical and organisational security measures sufficient to
comply at least with the obligations imposed on the Purchaser by the 7th
Data Protection Principle;
(b)
to act only on instructions of the Purchaser for the purpose of performing the
Services in accordance with the Contract and to ensure compliance with the
DPA98;
(c)
allow the Purchaser to audit the Supplier’s compliance with the
requirements of this Clause 1 on reasonable notice and/or provide the
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Purchaser with evidence of its compliance with the obligations set out in this
Clause 1.
10.3. The Supplier shall notify the Purchaser within 5 working days of any subject access
requests received or complaints made relating to the processing of personal data
under the Contract.
10.4. Both parties agree to use all reasonable efforts to assist each other to comply with
the DPA98. For the avoidance of doubt, this includes the Supplier providing the
Purchaser with reasonable assistance in complying with subject access requests
(SARs) served on the Purchaser under section 7(1) DPA98 and the Supplier
consulting with the Purchaser prior to the disclosure by the Supplier of any personal
data in relation to such subject access requests it receives.
10.5. The Supplier shall ensure that access to the Personal Data is limited to:
(a)
those employees who need access to the Personal Data to meet the
Supplier’s obligations under the Contract and this Addendum; and
(b)
in the case of any access by any employee, such part or parts of the
Personal Data as is strictly necessary for the performance of that
employee’s duties.
10.6. The Supplier shall ensure that all of their employees, subcontractors and any other
parties carrying out other duties on their behalf:
(a)
are informed of the confidential nature of the Personal Data;
(b)
have undertaken training in the legal and regulatory requirements relating
to handling personal data; and,
(c)
are aware both of the Supplier’s duties and their personal duties and
obligations under the DPA98, any other applicable legislation and the
Contract and this Addendum.
10.7. The Supplier shall take reasonable steps to ensure the reliability of any of the
Supplier’s employees, subcontractors and any other parties carrying out other
duties on their behalf, who have access to the Personal Data.
10.8. The Supplier shall have in place policies, procedures and technical controls
governing:
(a)
the secure storage of personal information retained in their manual and
electronic systems;
(b)
the secure transfer of personal information both internally and externally
and
(c)
The secure retention and destruction of records containing personal
information retained within their manual and/or electronic systems.
10.9. At the end of this Contract, the personal data shall only be retained by the
Supplier for as long as it is necessary for the purpose of the service provided
under the Contract. The personal data shall be securely destroyed in accordance
with the Supplier’s retention Schedule.
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10.10. The Supplier shall not cause or allow such Personal Data to be transferred
outside the European Economic Area without the prior written consent of the
Purchaser.
10.11. The Supplier shall notify the Purchaser immediately if it becomes aware of any
unauthorised or unlawful processing, loss of, damage to or destruction of
Personal Data.
10.12. The Supplier agrees to indemnify and keep indemnified and defend at its own
expense, the Purchaser against all costs, claims, damages, expenses or
monetary penalties imposed by the Information Commissioner, Tribunal or Court
incurred by the Purchaser or for which the Purchaser may become liable due to
any failure by the Supplier or its employees or agents to comply with any of its
obligations under the Contract and this Addendum.
10.13. The Supplier shall not subcontract any of its processing operations performed on
behalf of the Purchaser without prior written consent.
11. FREEDOM OF INFORMATION ACT 2000
11.1. The Purchaser, as a housing services provider, is not currently directly subject to
the requirements of the Freedom of Information Act 2000 (FoI Act) as it is not
currently defined as a Public Authority as listed under Schedule 1 of the Act.
11.2. It has, however, given commitments in its Policies and to the Homes and
Communities Agency (HCA) to be open and transparent and to act within the spirit
of the FoI Act. As such, all requests for access to corporate information will be
considered in accordance with the Act and will be disclosed unless an exemption
can be properly applied.
11.3. The Purchaser agrees to consult with the Supplier before making any decision on
the disclosure of information relating to the Services provided under the Contract
and this Addendum or the financial or commercial information in relation to the
Agreement.
12. TERMINATION AND OTHER PURCHASER REMEDIES
12.1. Without limiting its other rights or remedies, the Purchaser may terminate the
Contract with immediate effect by giving written notice to the Supplier if:
(a)
the Supplier commits a material or persistent breach of the Contract and (if
such a breach is remediable) fails to remedy that breach within 15 days of
receipt of notice in writing of the breach. Failure to meet an agreed deadline
will be an irremediable breach;
(b)
the Supplier suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or
(being a company) is deemed unable to pay its debts;
(c)
the Supplier commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or
enters into any compromise or arrangement with its creditors;
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(d)
a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of the Supplier (being a
company);
(e)
the Supplier (being an individual) is the subject of a bankruptcy petition
order;
(f)
a creditor or encumbrance of the Supplier attaches or takes possession of,
or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets;
(g)
an application is made to court, or an order is made, for the appointment of
an administrator or if a notice of intention to appoint an administrator is
given or if an administrator is appointed over the Supplier (being a
company);
(h)
a floating charge holder over the assets of the Supplier (being a company)
has become entitled to appoint or has appointed an administrative receiver;
(i)
a person becomes entitled to appoint a receiver over the assets of the
Supplier or a receiver is appointed over the assets of the Supplier;
(j)
any event occurs, or proceeding is taken, with respect to the Supplier in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause 10.1(b) to clause 10.1(i) (inclusive);
(k)
the Supplier suspends or threatens to suspend, or ceases or threatens to
cease to carry on, all or a substantial part of its business; or
(l)
the Supplier (being an individual) dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his own affairs or
becomes a patient under any mental health legislation.
12.2. Without limiting its other rights or remedies, the Purchaser may terminate the
Contract with immediate effect by giving written notice to the Supplier, in which
case the Purchaser shall pay the Supplier fair and reasonable compensation for
any reasonable costs incurred or work in progress at the date of termination but
such compensation shall not include loss of anticipated profits or any indirect,
special or consequential loss.
12.3. In any of the circumstances in these Conditions in which the Purchaser may
terminate the Contract, where both Goods and Services are supplied, the
Purchaser may instead terminate part of the Contract in respect of the Goods, or in
respect of the Services, and the Contract shall continue in respect of the remaining
supply.
12.4. If the Supplier fails to deliver the Goods and/or perform the Services by the
applicable date, the Purchaser shall, without limiting its other rights or remedies,
have one or more of the following rights:
(a)
to terminate the Contract with immediate effect by giving written notice to
the Supplier;
(b)
to refuse to accept any subsequent performance of the Services and/or
delivery of the Goods which the Supplier attempts to make;
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(c)
to recover from the Supplier any costs incurred by the Purchaser in
obtaining substitute goods and/or services from a third party;
(d)
where the Purchaser has paid in advance for Services and/or Goods that
have not been provided by the Supplier, to have such sums refunded by the
Supplier; and
(e)
to claim damages for any additional costs, loss or expenses incurred by the
Purchaser which are in any way attributable to the Supplier's failure to meet
such dates.
12.5. If the Supplier has delivered Goods and/or performed Services that do not comply
with the warrants set out in clauses 2, 3 and/or 4, then, without limiting its other
rights or remedies, the Purchaser shall have one or more of the following rights:
(a)
to reject the Goods (in whole or in part) whether or not title has passed and
to return them to the Supplier at the Supplier's own risk and expense;
(b)
to terminate the Contract with immediate effect by giving written notice to
the Supplier;
(c)
to require the Supplier to repair or replace the rejected Goods and/or to
perform the Services again, or to provide a full refund of the price of the
rejected Goods or Services (if paid);
(d)
to refuse to accept any subsequent delivery of Goods which the Supplier
attempts to make;
(e)
to recover from the Supplier any expenditure incurred by the Purchaser in
obtaining substitute goods and/or services from a third party;
(f)
to claim damages for any additional costs, loss or expenses incurred by the
Purchaser arising from the Supplier's failure to supply Goods and/or
Services in accordance with clauses 3 and 4.
12.6. These terms shall extend to any substituted or remedial services and/or repaired or
replacement goods supplied by the Supplier.
13. CONSEQUENCES OF TERMINATION
On termination of the Contract or any part of it for any reason:
13.1. where the Services are terminated, the Supplier shall immediately deliver to the
Purchaser all Deliverables, whether or not then complete, and return all Purchaser
Materials. If the Supplier fails to do so, then the Purchaser may without limiting its
other rights or remedies enter the Supplier's premises and take possession of them.
Until they have been returned or delivered, the Supplier shall be solely responsible
for their safe keeping and will not use them for any purpose not connected with this
Contract; and
13.2. the accrued rights and remedies of the parties as at termination shall not be
affected, including the right to claim damages in respect of any breach of the
Contract which existed at or before the date of termination.
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14. GENERAL
14.1. Assignment and subcontracting:
(a)
The Supplier shall not assign, transfer, charge, subcontract or deal in any
other manner with all or any of its rights or obligations under the Contract.
(b)
The Purchaser may at any time assign, transfer, charge, subcontract, or
deal in any other manner with all or any of its rights under the Contract.
14.2. Notices:
(a)
Any notice required to be given to a party in connection with this Contract
shall be in writing and shall be delivered to the other party personally, or
sent by recorded or prepaid first-class post, or by courier, to its registered
office or its address as stated on the Purchase Order, or sent by fax to the
other party's main fax number.
(b)
Any notice shall be received if delivered personally, when left at the address
referred to above or, if sent by recorded or prepaid first-class post, at 9.00
am on the second Business Day after posting, or if delivered by courier, at
the time and date that the courier's delivery receipt is signed, or if sent by
fax, on the next Business Day after transmission.
(c)
This clause 12.2 shall not apply to the service of any proceedings or other
documents in any legal action.
14.3. No partnership: Nothing in the Contract is intended to, or shall be deemed to,
constitute a partnership or joint venture of any kind between any of the parties, nor
constitute any party the agent of another party for any purpose. No party shall have
authority to act as agent for, or to bind, the other party in any way.
14.4. Third parties: A person who is not a party to the Contract shall not have any rights
under it.
14.5. The supplier to support the Purchaser in the use of Oracle i-supplier catalogues.
14.6. This Contract and the Purchase order shall be the entire agreement between the
parties in relation to its subject matter and supersedes any prior arrangements,
written or oral agereements or undertakings. Nothing in this clause 12.6 will
exclude any liability in respect of misrepresentations made fraudulently.
15. PREVENTION OF CORRUPTION
Anti-Bribery Policy
15.1. The Purchaser values its reputation and is committed to maintaining the highest
possible ethical standards in all its business activities. It recognises that the risks
from bribery are a growing concern of corporate and public bodies as evidenced by
the enactment of the Bribery Act 2010. The Purchaser maintains high ethical
standards and therefore has zero tolerance of any form of bribery. The Purchaser
prohibits the offering, the giving, the solicitation or the acceptance of any bribe,
whether cash or other inducement:
•
to or from any person or company, whether a public official or public body, or a
private person or company, wherever situated; or
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•
by any individual employee, agent or other person or company acting on the
Purchaser’s behalf; or
•
in order to gain any commercial, contractual or regulatory advantage for the
Purchaser in a way which is unethical; or
•
in order to gain any personal advantage, pecuniary or otherwise, for the individual
or anyone connected with the individual.
For the avoidance of doubt, the Purchaser prohibits the making of any
payments to public officials for securing or accelerating routine processes and
procedures (“Facilitation Payments”).
To further clarify, the Purchaser prohibits the making, giving or receiving of any
inducement which results in a personal gain or advantage to the recipient or any
person or body associated with the recipient, and which is intended to influence the
recipient to take action which may not be solely in the best interests of the company.
15.2. The Supplier, prior to commencement of the contract shall be required to comply
with the Purchaser’s policy with respect to collusion and conflicts of interest. To this
extent the Supplier shall give his undertaking in writing to so comply by completing
a Certificate of Non-Collusion
15.3. The Supplier shall not offer or give, or agree to give, to any employee, agent,
servant or representative of the Purchaser any gift or consideration of any kind as
an inducement or reward for doing, refraining from doing, or for having done or
refrained from doing, any act in relation to the obtaining or execution of this
Contract or any other contract with the Purchaser, or for showing or refraining from
showing favour or disfavour to any person in relation to this Contract or any such
contract. The attention of the Contractor is drawn to the criminal offences under the
Prevention of Corruption Acts 1889 to 1916.
15.4. The Supplier shall not enter into this Contract if in connection with it commission
has been paid or is agreed to be paid to any employee or representative of the
Purchaser by the Supplier or on the Supplier’s behalf, unless before this Contract is
made particulars of any such commission and of the terms and conditions of any
agreement for the payment thereof have been disclosed in writing to the Purchaser.
15.5. Where the Supplier or Supplier's employees, servants, sub-contractors, Contractors
or agents or anyone acting on the Supplier's behalf, commit such an offence in
relation to this or any other contract with the Purchaser, the Purchaser has the right
to:
a) terminate the Contract and recover from the Supplier the amount of any loss
suffered by the Purchaser resulting from the termination;
b) recover from the Supplier the amount or value of any such gift, consideration or
commission; and
c) recover in full from the Supplier any other loss sustained by the Purchaser in
consequence of any breach of this Condition, whether or not the Contract has
been terminated.
15.6. In exercising its rights or remedies under this Condition, the Purchaser shall:
a) act in a reasonable and proportionate manner having regard to such matters as
the gravity of, and the identity of the person performing the prohibited act;
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b) give all due consideration, where appropriate, to action other than termination of
the Contract.
16. EQUALITY & DIVERSITY
16.1. The Purchaser expects its contractors, consultants and suppliers to provide
services of a consistently high standard to all its customers, no matter what their
race, ethnic or national origin, religion, gender, sexual orientation, disability, or age.
16.2. The Purchaser requires the Supplier to recognise the importance of equality and
diversity as one of its corporate objectives.
16.3. The procurement function of the Supplier provides an excellent opportunity to not
only deliver high-quality services, but to also exert a positive influence in helping to
develop inclusive, sustainable communities.
16.4. The Supplier will ensure that the contractors, suppliers and consultants it employs
recognise the importance of equality and diversity as one of its corporate
objectives. The Supplier will require them to ensure that those delivering services
on its behalf or undertaking work for the Supplier operate in accordance with the
Supplier’s vision and values.
16.5. Material breach of contractual obligations in respect of Equality and Diversity will be
treated with utmost seriousness, and failure to remedy such breaches will be
grounds for termination.
16.6. It is important that the needs of service users are fully analysed and considered
during any procurement process. Where relevant, the needs of socially excluded
and minority groups (gender, ethnicity, disability, religion, age, sexual orientation)
must be fully documented and taken into account.
16.7. Community and customer engagement. The Purchaser is committed to listening
and talking to its communities and customers about their needs. The views of
customer and community representatives should be sought as appropriate during
procurements. It is also important that the Supplier develops effective partnerships
with community organisations and other significant public bodies who may be able
to contribute to its equality and diversity agenda.
16.8. Where equality and diversity monitoring is deemed relevant to the contract (e.g. in
respect of contractor workforce profile, customer access, satisfaction and
complaints, etc) then monitoring and reporting requirements will be defined in the
contract, and enforced through contract management arrangements. Metropolitan
considers that best practice in monitoring requires a ‘seven strands’ approach (i.e.,
age, gender, transgender, ethnicity, disability, religion and belief, and sexual
orientation) where practicable.
17.
ENVIRONMENTAL SUSTAINABILITY
The Purchaser expects that contractors and suppliers of goods and services will
support its sustainability objectives and work to similarly high aspirations for
environmental sustainability, while recognising the need to maintain a balance
between its social and economic needs.
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18.
GOVERNING LAW
Unless the Purchase Order specifies otherwise, this Contract shall be governed by
and construed in accordance with the law of England and Wales and shall be subject
to the exclusive jurisdiction of the courts of England and Wales under or in
connection with it.
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