Standard terms and conditions of purchase
Our standard terms and conditions of purchase apply to all of our suppliers and partners when we procure and commission services, works and supplies.
These Conditions shall apply to the exclusion of all other terms and conditions including any terms or conditions which the Supplier may purport to apply under any sale order, confirmation of order or similar document unless the order relates to a call-off under an over arching framework agreement or a written tender accepted, in writing, by the Council or other public body prior to the issue of this order. Under such circumstance, the conditions appropriate to the framework agreement or tender will take precedence over the Conditions of Purchase set out below:
"Agreement" means the agreement between the Council and the Supplier consisting of these clauses and any other documents (or parts thereof) specified by the Council.
"Approval" means written or verbal consent of the individual stated on the Official Order appointed by the Council to authorise the agreement.
"Council"means Uttlesford District Council.
"Official Order" means the printed order form bearing the Council's crest, Official Order Reference, specification of the goods and/ or services required, issued by the Council's authorised representative.
"Goods and Services" means items and/or services specified on the Official Order as to be provided by the Supplier.
"Supplier" means the person, firm or company with whom the Council has entered into this Agreement, including personal representatives, successors and permitted assigns.
2. Quality and description of goods and/or services
i. The goods or services to be supplied under this purchase order are to be of the quality, sort or description set out in the body of the order or in the specifications attached to the Official Order.
ii. The Supplier shall ensure that all goods are manufactured, stored, tested and packed in accordance with all applicable EU and British Standards applicable to them.
iii. All goods are to be of satisfactory quality and fir for purpose
iv. All services must be carried out with due diligence
v. The supplier warrants that the goods will, from the time of delivery be free from defects or failures for a reasonable period for that type of goods.
vi. All representations relating to the quality and fitness for purpose of the goods shall be deemed to be express conditions.
3. Power to purchase in default
i. Should the Supplier fail to deliver the goods or services specified or should the goods or services fail to comply with such quality standards as shall be reasonably approved by the Council, the Council shall have the right to reject the goods or services and purchase replacement goods and services from an alternative organisation, unless the Supplier shall, within 7 days of rejection, supply goods or services which are considered by the Council to be sufficient and satisfactory. Any excess of the cost so incurred by the Council over the order price together with all charges and expenses attending the purchase shall be recoverable from the Supplier.
4. Removal of rejected goods, articles or materials
i. Rejected goods, articles or materials are to be removed by and at the expense of the Supplier immediately after notice of rejection shall have been given, otherwise the Council shall charge the Supplier with all expenses incurred in or about such removal.
5. Intellectual property rights, patents, design and copyright
i. The Supplier shall fully indemnify the Council against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any patent, registered design or copyright by the use or possession of the goods supplied by the Supplier under the Official Order.
ii. All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material a) furnished to or made available to the Supplier by the Council shall remain the property of the Council b) prepared by or for the Supplier for use, or intended use, in relation to the performance of the Agreement shall belong to the Council and the Supplier shall not, and shall procure that the Supplier's employees, servants, agents and sub-contractors shall not, (except when necessary for the implementation of the Agreement) without prior Approval, use or disclose any such Intellectual Property Rights, or any other information (whether or not relevant to the Agreement) which the Supplier may obtain in performing the Agreement except information which is in the public domain.
6. Staff security vetting
i. If requested, the Supplier shall provide the Council with the names of any staff or persons performing any part of this agreement prior to the individual attending any Council premises.
ii. The Council reserves the right to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Council a) any member of the staff; or b) any person employed or engaged by a sub-contractor, agent or servant of the Supplier or whose admission or continued presence would be, in the opinion of the Council, undesirable.
iii. The decision of the Council as to whether any person is to be refused access to any premises occupied by or on behalf of the Council and as to whether the Supplier has failed to comply with Clause 6 shall be final and conclusive.
7. Price and delivery
i. The prices quoted by the Supplier and used on the Official Order shall include delivery to the specified delivery point (as set out on the Order form) and the cost of packing unless otherwise stipulated. All prices shall be fixed and not subject to any price adjustments.
ii. Prices shown shall be exclusive of VAT which shall be due at the rate ruling on the date of the Suppliers invoice
iii. Any delivery date stated on the Official Order shall be of the essence. Any alteration to the stated delivery, by the Supplier must be notified to the Council within 24 hours of receiving the Official Order.
iv. The Supplier is to note that failure to deliver the goods and/or services to the stated delivery date shall allow the Council to purchase replacement goods and/or services in accordance with Clause 3.
v. The Council shall not be deemed to have accepted any part of the goods until after the Council has inspected the goods. The Council may reject goods which are not in accordance with the Official Order until 21 days after delivery. Unless within 28 days or receipt of notice of rejection the Supplier collects such goods, the Council may dispose of them as the Council shall think fit.
vi. Where the goods are either damaged in transit or having been placed in transit fail to be delivered to the Council, the Council shall elect a) to reject the consignment; or b) to require a free of charge repair or replacement of the damaged goods within maximum of 14 working days.
vii. In the case of damage to goods in transit the Council shall within 25 working days of delivery give notice to the Supplier that the goods have been damaged.
viii. In the event of non-delivery the Council shall contact the Supplier within 10 Working days of an agreed delivery date to advise the goods have not been delivered.
i. All goods must be properly packaged to survive transit to the agreed delivery point. All goods shall be clearly labelled with the Council's Official Order reference, contact details and address.
9. Manner of carrying out the work
i. The Supplier shall make no delivery of goods, materials, plant or other things nor commence any works on the Council's premises without advising the Council of the delivery date and/or commencement date of the services, if different from the date stated on the Official Order.
ii. For large consignments of goods the Supplier is required to contact the Council's Representative stated on the front of the Official Order and obtain approval to deliver these goods to the Council's premises. The approval can be obtained by telephone, electronic mail or official letter.
i. The Council shall be entitled to cancel this order at any time by giving written notice to the Supplier and shall be free of any liability whatsoever save reasonable costs for any works already completed.
11. Assignment and sub-contracting
i. The Supplier shall not assign, sub-contract or in any other way dispose of their obligations or part of it without prior Approval. Sub-contracting any part of the works shall not relieve the Supplier of any obligations under this Agreement.
ii. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own.
i. The Supplier shall raise tax invoices in respect of each order placed and shall submit such invoices for payment to the address identified on the Official Order.
ii. Charges quoted by the Supplier shall be deemed to be net, and VAT where applicable shall be shown separately on valid Tax invoices as a strictly net extra charge.
iii. All Charges levied by the Supplier shall relate to goods and services supplied to the Council's satisfaction and shall be in accordance with prices and rates identified in the Official Order.
iv. All invoices must quote the Uttlesford District Official Purchase Order on each invoice. Failure to provide this information will result in invoices being returned to the Supplier for correct submission.
v. The Supplier shall provide the Council with bank account details in order that the Council may make payment to the Supplier by BACS.
vi. Subject to the above being adhered to, upon its receipt of a correctly costed invoice and acceptance of all of the goods and services to which it relates, the Council shall pay each invoice within 30 days.
vii. For Small and Medium Sized Enterprises (SME's) employing less than 250 employees, the Council shall endeavour to pay each invoice within 10 days subject to the above being adhered to.
13. Title and risk
i. Title shall pass on delivery of the goods and (if applicable) on collection of the same by the Supplier.
ii. Risk shall pass on acceptance of the goods and (if applicable) on rejection of the same by the Council.
14. Environmental requirement
i. The Supplier shall perform any on site work in accordance with the Council's environmental policy, to conserve energy, water, woods, paper and other resources and minimise the release of greenhouse gases and other substances damaging to health and environment.
15. The Weee Regulations 2006 and the Weee (Waste Management Licencing) (England and Wales) Regulations 2006
i. The Suppler shall indemnify the Council fully against all liability ,loss, damages, injury, costs, claims and expenses (including legal expenses) suffered or incurred by the Council in connection with the Waste Electrical and Electronic Equipment Regulations 2006 and the Waste Electrical and Electronic (Waste Management Licensing (England and Wales) Regulations 2006.
16. Health and safety
i. The Supplier shall comply with the requirement of the Health and Safety Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of the supply of these goods and services.
ii. The Supplier shall notify the Council immediately in the event of any incident occurring in the performance of the delivery of the goods or services on the Council's premises where that incident causes any personal injury or damage to property which could give rise personal injury.
17. Data protection
i. The Supplier shall comply with any notification requirement under the Data Protection Act 1998 and both parties will duly observe all their obligations under the Data Protection Act.
18. The Freedom of Information Act 2000
i. The Council is obliged under the Freedom of Information Act 2000 to consider requests for information from the public and must disclose the information unless an exemption is available under the Act.
ii. The Council must respond to any requests for information by the 20th working day after the request is received. The Council may consult with the Supplier (but not necessarily do so) about specific requests, any such consultation is to be completed within the requested time scale.
iii. The Supplier shall provide the Council with reasonable assistance to comply with any requests within the prescribed timescales.
iv. The Supplier shall take necessary legal advice in relation to the Freedom of Information Act 2000.
v. No liability shall arise on the part of the Council is respect of the disclosure of any information by it in proper compliance with the Freedom of Information Act 2000.
19. Indemnity and insurance
i. Neither Party excludes or limits liability to the other Party for death or personal injury caused by its negligence or for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Sale of Goods and Services Act 1982.
20. Service of notice
i. No notice or other communication from one Party to the other shall have any validity unless made in writing by or on behalf of the Party concerned.
ii. Any notice to the Supplier shall be deemed to be sufficiently served if delivered at the usual or last know abode or business and any notice to the Council shall be deemed to be sufficiently served if delivered to Uttlesford District Council, Council Offices, London Road, Saffron Walden, Essex CB11 4ER.
i. If the Supplier becomes bankrupt, goes into liquidation, or makes any composition or arrangement with creditors or has a winding up order made or (except for the purpose of reconstruction) a resolution for voluntary winding up passed or a receiver or manager of the business or undertaking is duly appointed or possession is taken or on behalf of any creditor of any property the subject of a charge or if the Supplier shall assign the Agreement without first obtaining the written consent of the Council shall be at liberty to determine this Agreement forthwith by notice in writing. In such case the Council may employ any other person to complete the Agreement and any additional expense incurred by the Council shall be recoverable as debt or may be deducted by the Council from any monies due or to become due to the Supplier.
i. The Supplier undertakes to abide by, and ensure that its Staff abides by, the provisions of the Official Secrets Acts 1911 and 1989; and Section 182 of the Finance Act 1989.
ii. The provision of the clause shall apply throughout the Agreement and indefinitely after its expiry or termination.
23. Fraud and corruption
i. The Supplier shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council 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 Agreement or any other contract with the Council, or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement or any such contract. The attention of the Supplier is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916 and the Bribery Act 2010.
ii. The Supplier warrants that it has not paid commission or has agreed to be paid commission to any employee or representative of the Council in connection with this Agreement.
24. Dispute resolution
i. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within 20 Working Days of either Party notifying the other of the dispute. Such efforts shall involve the escalation of the dispute to a Senior Management Representative identified by each party to the Agreement.
ii. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.
iii. If the dispute cannot be resolved by the Parties, the dispute shall be referred to mediation chosen by agreement between the Parties.
iv. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.
v. If the Parties reach agreement on the resolution of the dispute, the agreement shall be documented in writing and shall be binding on the Parties once it is signed by their duly authorised representatives.
vi. Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties.
vii. If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts.
i. This Agreement shall be governed by and interpreted in accordance with English law and the Parties submit to the jurisdiction of the courts of England and Wales.