THESE TERMS AND CONDITIONS MAY ONLY BE VARIED WITH THE WRITTEN AGREEMENT OF THE COLLEGE. NO TERMS OR CONDITIONS PUT FORWARD AT ANY TIME BY THE SUPPLIER SHALL FORM ANY PART OF THE CONTRACT.
- DEFINITIONS AND INTERPRETATION
1.1 In these Conditions:-
‘Access Law’ means both the Freedom of Information Act 2000 and the Environmental Information Regulations 2004, as either may be amended from time to time or any other applicable legislation or codes of practice governing access to information in force from time to time;
‘Authorised Officer’ means the College’s employee authorised, either generally or specifically, by the College to sign its purchase order, confirmation of which may be obtained from the Bursar;
‘Conditions’ means these terms and conditions of purchase;
‘Contract’ has the meaning given in condition REF _Ref70832521 \r \h 2 below;
‘Goods’ means the materials and articles described in the Purchase Order;
‘Order Amendment’ means the College’s authorised order amendment or series of order amendments, each Order Amendment having precedence over any earlier Order Amendment;
‘Packaging’ means any type of package including but without limitation bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers;
‘Purchase Order’ means the College’s authorised purchase order having these general conditions of purchase on its reverse or attached to it or referring to these general conditions of purchase on its face;
‘Services’ means the services (if any) described in the Purchase Order;
‘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; and
‘College’ means St. Chad’s College, 18 North Bailey, Durham, UK, DH1 3RH.
1.2 Any reference to any gender includes any other gender.
- BASIS OF PURCHASE
2.1 The Purchase Order constitutes an offer by the College to buy the Goods and/or acquire the Services subject to these Conditions. Any offer and/or acceptance of a Purchase Order by the Supplier shall be deemed to constitute an agreement to comply with these Conditions.
2.2 The Supplier agrees to sell and/or provide and the College agrees to purchase and/or acquire the Goods and/or Services in accordance with the Contract. The Contract shall comprise (in order of precedence):
2.2.1 any Order Amendments;
2.2.2 the Purchase Order;
2.2.3 these Conditions; and
2.2.4 any other document (or part document) referred to on the Purchase Order.
2.3 The Contract shall not include any of the Suppliers’ conditions of sale, notwithstanding reference to them in any document. However, should the Contract be held by a court of competent jurisdiction to include the Suppliers’ terms and conditions of sale then in the event of any conflict or apparent conflict these Conditions shall always prevail over the Supplier’s terms and conditions of sale.
2.4 The delivery of the Goods or the performance of the Services in response to a Purchase Order or Order Amendment shall be taken to imply that the Supplier has accepted these Conditions.
- PRICE AND PAYMENT
3.1 The price of the Goods and Services shall as be as stated in the Contract. If no price is stated in the Contract then the price shall be a fair price, taking into account prevailing market conditions. Unless otherwise so stated, the price shall include storage, packing, insurance, delivery, installation, testing (as appropriate) and commissioning but shall exclude VAT.
3.2 No increase in the price may be made for any reason without the prior written consent of the College. The College shall be entitled to any discount for prompt payment, bulk purchase, volume or purchase customarily granted by the Supplier.
3.3 Unless otherwise stated by the College, it shall pay the price of the Goods and Services within 30 days after the end of the month of receipt by it of a proper invoice, or, if later, after acceptance of the Goods or Services in question. The invoice must be addressed to the department indicated on the Purchase Order and must quote the full number of the Purchase Order.
3.4 The College may set off against the price any sums owed to it by the Supplier.
3.5 Unless otherwise agreed in writing by the College, the Supplier will render a separate invoice in respect of each consignment delivered under the Contract.
3.6 Value added tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge.
- WORK ON COLLEGE PREMISES
If the Contract involves Services which the Supplier performs on College premises then the following conditions shall apply:
4.1 the Supplier shall ensure that it will and its employees, sub-contractors and their employees and any other person associated with it will adhere in every respect to the obligations imposed on it by current health and safety legislation; and
4.2 the Supplier shall ensure that it will and its employees, sub-contractors and their employees and any other person associated with it will comply with any rules, regulations or requirements from time to time in force on those premises and will be deemed to have full knowledge of such rules, regulations and requirements, copies of which shall be supplied on request.
- Specifications and Equipment
5.1 The quantity, quality and description of the Goods and the Services shall be as specified in the Purchase Order and/or in any specification supplied. The Supplier will not supply Goods to or perform Services for the College unless they are the subject of a Purchase Order.
5.2 Any specification produced or supplied together with the copyright, design rights and any intellectual property rights shall be the exclusive property of the College.
5.3 Goods made to the College’s specification shall not be manufactured for or supplied to any other party.
5.4 The College shall be entitled to inspect and test the Goods during manufacture, processing or storage prior to despatch, without relieving the Supplier of its obligations.
5.5 The Supplier shall comply with all applicable regulations and legal requirements concerning the manufacture, packaging, labelling, packing and delivery of the Goods.
5.6 The Goods shall be marked in accordance with the College’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition.
5.7 The Supplier shall at its own expense provide any programmes of manufacture and delivery that the College may reasonably require and shall notify the College without delay in writing if its progress falls behind or may fall behind any of these programmes.
- DELIVERY AND PERFORMANCE
6.1 Delivery includes packaging, securing, despatching, delivering, installing and commissioning the Goods at the Supplier’s expense. The Goods shall be delivered to, and the Services shall be performed at, the address specified by the College on the date or within the period specified in the Purchase Order, in either case during the College’s usual working hours. The College reserves the right to amend any delivery instructions. Delivery shall be deemed to be made on receipt of the Goods and/or Services in accordance with the terms of the Contract.
6.2 Where the date of delivery of the Goods or of performance of Services is to be specified after the placing of the Purchase Order, the Supplier shall give the College reasonable notice of the specified date and all information reasonably required by the College to enable it to accept delivery.
6.3 Time of delivery of the Goods and of performance of the Services is of the essence of the Contract. Notwithstanding this:-
6.3.1 if for any reason the College requests delivery or performance to be delayed, the Supplier shall agree to such request at no extra cost to the College and the provisions of this condition 6 shall apply to any such revised date for delivery or performance; and
6.3.2 the Supplier shall immediately notify the College of any occurrence which it considers will delay the delivery of the Goods or the performance of the Services and the College shall, in its absolute discretion, decide whether any extension of time is to be granted.
6.4 A delivery note stating the number of the Purchase Order must accompany each consignment of the Goods and must be displayed prominently.
6.5 Delivery of the Goods or performance of the Services by instalments shall not be accepted by the College unless previously agreed in writing. If Goods are to be delivered or Services are to be performed by instalments, the Contract will be treated as a single contract and not severable.
6.6 Unless otherwise stated in the Contact, all Packaging shall be non-returnable whether or not any Goods are accepted by the College. If the Contract states that Packaging is returnable, the Supplier must give the College full disposal instructions before the time of delivery. The Packaging must be clearly marked to show to whom it belongs. The Supplier must pay the costs of all carriage and handling for the return of the Packaging. The College shall not be liable for any Packaging lost or damaged in transit.
6.7 If the Supplier or its carrier delivers any Goods at the wrong time or to the wrong place then the College may deduct from the price any resulting costs of storage or transport.
6.8 Any access to premises and any labour and equipment that may be provided by the College in connection with delivery of the Goods and/or performance of the Services shall be provided without acceptance by it of any liability whatsoever and the Supplier shall indemnify the College in full in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which it may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any of the Supplier’s actions or omissions, or to any act or omission of its sub-contractors, agents or employees.
6.9 Where any access to the premises is necessary in connection with delivery or installation or the Goods or performance of the Services, the Supplier, its employees, sub-contractors or agents shall at all times comply with the reasonable requirements of the College.
6.10 The Supplier shall provide the College with such reports of the Services performed and the Goods provided at intervals and in such form as the College may from time to time require.
- PROPERTY AND RISK
7.1 Risk of loss or damage to the Goods shall pass to the College upon delivery to the College in accordance with the Contract.
7.2 Ownership of the Goods shall pass to the College:-
7.2.1 when the Goods have been delivered but without prejudice to the College’s right of rejection under the Contract; or
7.2.2 if the College makes any advance or stage payment, at the time such payment is made (and the Goods have been appropriated to the Contract), in which case the Supplier must as soon as possible mark or otherwise identify the Goods as College property.
8.1 The College shall have the right to reject the Goods or Services in whole or in part whether or not paid for in full or in part within a reasonable time of delivery or performance if they do not conform with the requirements of the Contract, including a right to reject defective Goods even if the defect is minor.
8.2 The College shall not be deemed to have accepted any Goods or Services until it has had a reasonable period to inspect or test them following delivery or, if later, within a reasonable time after any later defect has become apparent.
8.3 The College shall not be deemed to have accepted Goods merely by virtue of it having sold the Goods to a third party upon or after delivery or its having incorporated or converted then into other products or works.
8.4 The College shall not be deemed to have accepted the Goods by virtue of it having required the Supplier to repair or replace the Goods under these Conditions.
8.5 Should the College exercise its right to reject the Goods, the Supplier must collect such rejected Goods and in the event that the Supplier does not do so within a reasonable period of time, the College shall be entitled to return them to the Supplier at the Supplier’s own risk and expense.
- SUPPLIER’S WARRANTIES
9.1 The Supplier warrants to the College that it has full right, power and authority to provide the Goods and perform the Services and it is fully qualified, equipped, financed and organised to perform the Contract.
9.2 The Supplier warrants to the College that the Goods shall:-
9.2.1 conform in every respect with the provisions of the Contract;
9.2.2 be capable of all standards of performance specified in the Contract;
9.2.3 be of satisfactory quality and fit for any purpose made known to the Supplier expressly or by implication and in this respect the College relies on the Supplier’s skill and judgement;
9.2.4 be new unless otherwise specified on the Purchase Order;
9.2.5 be free from defects in design, material and workmanship;
9.2.6 correspond to their description or any samples, patterns, drawings, plans and specifications referred to in the Contract;
9.2.7 comply with the general requirements of safety in terms of risk presented to the health and safety of persons; and
9.2.8 comply with any current legislation relating to the manufacture and sale of the Goods, product safety, packaging, labelling and hazardous substances (including the appropriate British Standard or equivalent specification unless otherwise agreed).
9.3 The Supplier warrants to the College that any Services:-
9.3.1 will be performed by appropriately qualified and trained personnel, with due care and due diligence and to such high standards of quality as it is reasonable for the College to expect in all the circumstances; and
9.3.2 will comply with all statutory requirements, regulations, bye-laws and EU directives and regulations relating to the performance of those services.
9.4 The Supplier warrants to the College that unless specifically required under the Contract, there shall be no asbestos content in the Goods.
9.5 The Supplier warrants to the College that it will use its best endeavours to assist the College, as soon as reasonably practicable upon request by the College, (at the cost of the College insofar as this condition REF _Ref90711285 \r \h 9.5 requires the Supplier to do anything that it is not already obliged to do by law or in accordance with these terms and conditions) to comply with any obligations imposed on the College by any Access Law, including (but not limited to):-
9.5.1 where applicable, to provide the College as soon as possible and, in any event, within five working days of notification by the College of any Access Law requirement, with all such information which is in the possession of the Supplier that is necessary to enable the College to comply with any request for information served on the College pursuant to any Access Law which relates to or arises out of or under these terms and conditions, and/or the documentation associated with the Goods and/or Services and/or relates to the Supplier; and
9.5.2 the Freedom of Information Act 2000 and/or any other Access Law, as appropriate, and any associated legislation and codes of practice notified to the Supplier by the College.
9.6 The Warranties set out in this condition REF _Ref70832563 \r \h 9 shall continue in force (notwithstanding acceptance by the College of all or any part of the Goods and any services) for 24 months from the date of first use of the Goods or completed performance of the Services.
- SUPPLIER’S STATUS
In carrying out the Services, the Supplier shall be acting as principal and not as the agent of the College. Accordingly:-
10.1 the Supplier shall not (and shall procure that his agents and servants do not) say or do anything that might lead any other person to believe that the Supplier is acting as the agent of the College; and
10.2 nothing in the Contract shall impose any liability on the College in respect of any liability incurred by the Supplier to any other person, but this shall not be taken to exclude or limit any liability of the College to the Supplier that may arise by virtue of either a breach of this Contract or of any negligence on the part of the College, its staff or agents.
- SUPPLIER’S PERSONNEL
11.1 The Supplier shall take the steps reasonably required by the College to prevent unauthorised persons being admitted to the Premises. If the College gives the Supplier notice that a person is not to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract, the Supplier shall take all reasonable steps to comply with such notice and if required by the College, the Supplier shall replace any person removed under this Condition with another suitably qualified person and procure that any pass issued to the person removed, is surrendered.
11.2 If and when instructed by the College, the Supplier shall give the College a list of names and addresses of all persons who are or maybe at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the College may reasonably require.
11.3 The decision of the College as to whether any person is to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Supplier has furnished the information or taken the steps required of him by this Condition, shall be final and conclusive.
11.4 The Supplier shall bear the cost of any notice, instruction or decision of the College under this Condition.
- INDEMNITY AND INSURANCE
12.1 The Supplier shall indemnify and keep indemnified the College, its servants and agents in full against any and all liabilities, losses (whether direct or indirect and including loss of profits), damages, actions, costs, claims, demands and expenses (including legal expenses) awarded against or incurred or paid by the College as a result of or in connection with:-
12.1.1 breach of any warranty given by the Supplier in relation to the Goods or Services;
12.1.2 any claim that the Goods infringe, or their incorporation, use or resale infringes the intellectual property rights of any other person except to the extent that the claim arises from compliance with any specification supplied by the College;
12.1.3 any claim made against the College in respect of any breach or alleged breach by the College of any statutory provision, regulation or bye-law or other rule of law arising from the acts or omissions of the Supplier or its employees, agents or sub-contractors;
12.1.4 any liability under the Consumer Protection Act 1987 in respect of the Goods;
12.1.5 any liability under the General Product Safety Regulation 1994 in respect of the Goods and any claims which might give rise as a result of the Goods being a risk to health and safety/unsafe;
12.1.6 any liability under regulations relating to hazardous substances or under the Environment Protection Act 1990 in respect of the Goods; and
12.1.7 any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing the Goods or performing the Services, including any injury, loss or damage to persons or to College property caused or contributed to by any of their negligence or by faulty design, workmanship or materials (except to the extent that the injury, loss or damage is caused by the negligent act or omission of the College).
12.2 The Supplier shall at all times maintain satisfactory insurance cover with a reputable insurer against its liability under the Contract and in particular all those risks arising from its indemnity in condition REF _Ref78096873 \r \h 12.1, including public liability cover of at least £2 million (two million pounds Sterling) and product liability cover of at least £2 million (two million pounds sterling). Satisfactory evidence of such insurance and payment of current premiums shall be shown to the College upon request.
13.1 Each right or remedy of the College is without prejudice to any other right or remedy of the College, whether or not under the Contract.
13.2 Failure to deliver the Goods or perform the Services within the promised or specified time shall enable the College (at its option) to:-
13.2.1 release itself from any obligation to accept and pay for the Goods or Services and/or to cancel all or part of the Purchase Order without liability to the Supplier and purchase substitute goods or services from elsewhere and recover from the Supplier any loss or additional costs incurred; and;
13.2.2 return for full credit and at the Supplier’s expense any Goods that in its opinion cannot be used owing to this cancellation.
13.3 If the Goods or Services are not supplied in accordance with the Contract, then the College shall be entitled:-
13.3.1 to require the Supplier to repair the Goods or (at the College’s sole option) to supply replacement Goods or Services in accordance with the Contract within [seven] days (and the provisions of this Condition REF _Ref70916769 \r \h 13 shall apply to any such repaired or replaced Goods or Services); or
13.3.2 whether or not the College has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Contract price which has been paid.
14.1 The College shall be entitled to cancel the Purchase Order and any Order Amendment in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery without incurring any liability to the Supplier other than to pay for Goods and/or Services already delivered or performed at the time of such notice.
14.2 The College shall be entitled to terminate the Contract immediately without liability to the Supplier and reserving all rights of the College by giving notice to the Supplier at any time if:-
14.2.1 the Supplier is in material breach of any of its obligations under these Conditions and that breach cannot be remedied; or
14.2.2 the Supplier is in material breach of a material obligation under these Conditions which can be remedied, but the Supplier fails to do so within 30 days of being given notice of such breach; or
14.2.3 the Supplier commits more than one breach of any of its obligations under the Contract, the cumulative effect of such breaches is such that the College believes that the Supplier would continue to deliver a sub-standard performance over the one month period immediately after such breach; or
14.2.4 if the Supplier, being an individual or where the Supplier is a firm, any partner in that firm, shall at any time become bankrupt, or shall have a receiving order or administration order made against him or shall make any composition or arrangements with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport to do so, or if in Scotland he shall become insolvent or bankrupt, or any application shall be made under any bankruptcy act for the time being in force for sequestration of his estate