Terms & Conditions - Goods (High relevance to RR)
Interpretation
Basis of purchase
Specifications
Price of the Goods and Services
Terms of Payment
Delivery
Risk and Property
Warranties and Liability
Termination
Equality
General
Prevention of Bribery & Corruption
Interpretation
1.1 In these Conditions:
'UNIVERSITY' means the University of Leicester
'CONDITIONS' means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the UNIVERSITY and the SELLER
'CONTRACT' means the contract for the sale and purchase of the goods and the supply and acquisition of the SERVICES'
DELIVERY ADDRESS' means the address stated on the ORDER
'GOODS' means the goods (including any installment of the goods or any part of them) described in the ORDER
'ORDER' means the UNIVERSITY'S purchase order on which these CONDITIONS are printed
'PRICE' means the price of the goods and/or the charge for the SERVICES
'SELLER' means the person to whom the ORDER is addressed
'SERVICES' means the services (if any) described in the ORDER
'SPECIFICATION' includes any plans, drawings, data or other information relating to the GOODS or SERVICES
'WRITING' includes E-mail, facsimile transmission and comparable means of communication
1.2 Any reference in these CONDITIONS to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these CONDITIONS are for convenience only and shall not affect their interpretation.
Basis of purchase
2.1 The ORDER constitutes an offer by the UNIVERSITY to purchase the GOODS and/or acquire the SERVICES subject to these CONDITIONS.
2.2 These CONDITIONS shall apply to the CONTRACT to the exclusion of any other terms and conditions on which any quotation has been given to the UNIVERSITY or subject to which the ORDER is accepted or purported to be accepted by the SELLER.
2.3 No variation to the ORDER or these CONDITIONS shall be binding unless agreed in WRITING between the authorised representatives of the UNIVERSITY and the SELLER.
SPECIFICATIONS
3.1 The quantity, quality and description of the GOODS and the SERVICES shall, subject as provided in these CONDITIONS, be as specified in the ORDER and/or in any applicable SPECIFICATION supplied by the UNIVERSITY to the SELLER or agreed in WRITING by the UNIVERSITY.
3.2 Any SPECIFICATION supplied by the UNIVERSITY to the SELLER, or specifically produced by the SELLER for the UNIVERSITY, in connection with the CONTRACT, together with the copyright, design rights or any other intellectual property rights in the SPECIFICATION, shall be the exclusive property of the UNIVERSITY. The SELLER shall not disclose to any third party or use any such SPECIFICATION except to the extent that it is or becomes public knowledge through no fault of the SELLER, or as required for the purpose of the CONTRACT.
3.3 The SELLER shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the GOODS and the performances of the SERVICES.
3.4 The SELLER shall not unreasonably refuse any request by the UNIVERSITY to inspect and test the GOODS during manufacture, processing or storage at the premises of the SELLER or any third party prior to dispatch, and the SELLER shall provide the UNIVERSITY with all facilities reasonably required for inspection and testing.
3.5 If as result of inspection or testing the UNIVERSITY is not satisfied that the GOODS will comply in all respects with the CONTRACT, and the UNIVERSITY so informs the SELLER within 14 days of inspection or testing, the SELLER shall take such steps as are necessary to ensure compliance.
3.6 The GOODS shall be marked in accordance with the UNIVERSITY'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 in the ordinary course.
Price of the GOODS and SERVICES
4.1 The price of the GOODS and the SERVICES shall be as stated in the ORDER and, unless otherwise so stated, shall be inclusive of any duties, imposts or levies (including any applicable value added tax, which shall be payable by the UNIVERSITY subject to receipt of a VAT invoice) and also inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the GOODS to the Delivery Address.
4.2 No increase in the PRICE may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the UNIVERSITY in WRITING.
4.3 The UNIVERSITY shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the SELLER, whether or not shown on its own terms and conditions of sale.
Terms of Payment
5.1 The SELLER shall be entitled to invoice the UNIVERSITY on or at any time after delivery of the GOODS or
performance of the SERVICES, as the case may be, and each invoice shall quote the number of the ORDER.
5.2 Unless otherwise stated in the ORDER, the UNIVERSITY shall pay the price of the GOODS and the SERVICES within 30 days after the end of the month of receipt by the UNIVERSITY of a proper invoice or, if later, after acceptance of the GOODS or SERVICES in question by the UNIVERSITY.
5.3 The UNIVERSITY shall be entitled to set off against the PRICE any sums owed to the UNIVERSITY by the SELLER.
Delivery
6.1 The GOODS shall be delivered to, and the services shall be performed at, the DELIVERY ADDRESS on the date or within the period stated in the ORDER, in either case during the UNIVERSITY'S usual business hours.
6.2 Where the date of delivery of the GOODS or of performance of the SERVICES is to be specified after placing of the ORDER, the SELLER shall give the UNIVERSITY reasonable notice of the specified date.
6.3 The time of delivery of the GOODS and of performance of the SERVICES is of the essence of the CONTRACT
6.4 A packing note quoting the number of the ORDER must accompany each delivery or consignment of the GOODS and must be displayed prominently.
6.5 If the GOODS are to be delivered, or the SERVICES are to be performed, by installments, the CONTRACT will be treated as a single contract and not severable.
6.6 The UNIVERSITY shall be entitled to reject any GOODS delivered which are not in accordance with the CONTRACT, and shall not be deemed to have accepted any GOODS until the UNIVERSITY has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the GOODS has become apparent.
6.7 The SELLER shall supply the UNIVERSITY in good time with any instructions or other information required to enable the UNIVERSITY to accept delivery of the GOODS and performance of the SERVICES.
6.8 The UNIVERSITY shall not be obliged to return to the SELLER any packaging or packing materials for the GOODS, whether or not any goods are accepted by the UNIVERSITY.
Risk and Property
7.1 Risk of damage to or loss of the GOODS shall pass to the UNIVERSITY upon delivery to the UNIVERSITY in accordance with the CONTRACT.
7.2 The property in the GOODS shall pass to the UNIVERSITY upon delivery, unless payment for the GOODS is made prior to delivery, when it shall pass to the UNIVERSITY once payment has been made and the goods have been appropriated to the CONTRACT.
Warranties and Liability
8.1 The SELLER warrants to the UNIVERSITY that the GOODS :
8.1.1 Will be of merchantable quality and fit for any purpose held out by the SELLER or made known to the SELLER in WRITING at the time the ORDER is placed;
8.1.2 Will be free from defects in design, material and workmanship;
8.1.3 Will correspond with any relevant SPECIFICATION or sample; and
8.1.4 Will comply with all statutory requirements and regulations relating to the sale of the GOODS.
8.2 The SELLER warrants to the UNIVERSITY that the SERVICES will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the UNIVERSITY to expect in all the circumstances.
8.3 Without prejudice to any other remedy, if any GOODS or SERVICES are not supplied or performed in accordance with the CONTRACT, then the UNIVERSITY shall be entitled:
8.3.1 To require the SELLER to repair the GOODS or to supply replacement GOODS or SERVICES in accordance with the CONTRACT within 7 days; or
8.3.2 At the UNIVERSITY'S sole option, and whether or not the UNIVERSITY has previously required the SELLER to repair the GOODS or to supply any replacement GOODS or SERVICES, to treat the CONTRACT as discharged by the SELLER'S breach and require the repayment of any part of the PRICE which has been paid
8.4 The SELLER shall indemnify the UNIVERSITY in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the UNIVERSITY as a result of or in connection with:
8.4.1 Breach of any warranty given by the SELLER in relation to the GOODS or the SERVICES;
8.4.2 Any claim that the GOODS infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any SPECIFICATION supplied by the UNIVERSITY;
8.4.3 Any liability under the Consumer Protection Act 1987 in respect of the GOODS;
8.4.4 Any act or omission of the SELLER or its employees, agents or sub contractors in supplying, delivering and installing the GOODS; and
8.4.5 Any act or omission of the SELLER or its employees, agents or sub contractors in connection with the performance of the SERVICES.
Termination
9.1 The UNIVERSITY shall be entitled to cancel the ORDER in respect of all or part only of the GOODS and /or the SERVICES by giving notice to the SELLER at any time prior to delivery or performance, in which event the UNIVERSITY'S sole liability shall be to pay to the SELLER the PRICE for the GOODS or SERVICES in respect of which the UNIVERSITY has exercised its rights of cancellation, less the SELLER'S net saving of cost arising from cancellation.
9.2 The UNIVERSITY shall be entitled to terminate the CONTRACT without liability to the SELLER by giving notice to the SELLER at any time if:
9.2.1 The SELLER makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.2.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the SELLER; or
9.2.3 The SELLER ceases, or threatens to cease, to carry on business; or
9.2.4 The SELLER is in breach of clause 10 Equality and in so far as the breach is capable of remedy the SELLER fails to remedy the breach within the period stipulated by the UNIVERSITY; or
9.2.5 The UNIVERSITY reasonably apprehends that any of the events mentioned above is about to occur in relation to the SELLER and notifies the SELLER accordingly.
Equality
The SELLER shall:
10.1 Abide by all European and UK legislation and codes of practice relating to the Race Relation Act or such re-enactment as shall be in force for the time being.
10.2 Comply with the provisions of S71. (1) of the Race Relations Act 1976 (as amended) as if the CONTRACTOR/SELLER were a body within the meaning of Schedule 1A of the Act (or any European equivalent which shall be deemed to include without limitation an obligation to have due regard to the need to eliminate unlawful racial discrimination and to promote equality of opportunity and good relations between persons of different racial groups).
10.3 Comply with the provisions of Parts II, III and IV of the Act, where appropriate.
10.4 Comply with the provisions of S7 of the Act in all dealings with the sub- contractors.
10.5 Not discriminate directly or indirectly against any person because of their colour, race, nationality or ethnic or national origin in decisions to recruit, train, promote, discipline or dismiss employees: and
10.6 For purposes of ensuring compliance with the above clauses (10.1) to (10.5) above, observe as far as possible the provisions of the Commission for Racial Equality’s Code of Practice.
10.7 Comply at all times with the UNIVERSITY'S own employment policy and codes of practice relating to racial discrimination and equal opportunities. Copies of which are available on the UNIVERSITY'S following web site:
http://www.le.ac.uk/personnel/docs/raceequalityp.html
10.8 12 months from the date of this CONTRACT and annually thereafter submit a report/statement to the UNIVERSITY demonstrating its compliance with clauses (10.1) (10.6) and (10.7) above.”
General
11.1 The ORDER is personal to the SELLER and the SELLER shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the CONTRACT.
11.2 Any notice required or permitted to be given by either party to the other under these CONDITIONS shall be in WRITING addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 No waiver by the UNIVERSITY or any breach of the CONTRACT by the SELLER shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these CONDITIONS is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these CONDITIONS and the remainder of the provision in question shall not be affected thereby.
11.5 The CONTRACT shall be governed by the laws of England and the SELLER and the UNIVERSITY submit to the non-exclusive jurisdiction of the English Courts.
Prevention of Bribery & Corruption
12.1 The SELLER shall comply with all applicable laws, regulations, requirements and codes of practice in all of its activities and in performing its role under this CONTRACT.
12.2 The SELLER shall also comply with all policies and regulations of the UNIVERSITY that are notified to the SELLER from time to time including the UNIVERSITY'S Policy on the Prevention of Bribery and Corruption, a copy of which is available on the following link;
http://www2.le.ac.uk/offices/finance/staff/regulations/appendices/appendix-d-gifts-and-hospitality
12.3 The SELLER shall indemnify the UNIVERSITY and keep it fully indemnified against all claims, demands, actions, penalties, fines, liabilities and costs that the UNIVERSITY may incur or suffer as a result of the acts or omissions of the SELLER and/or any breach by the SELLER of any provision of this clause.
Freedom Of Information
13. The SELLER acknowledges that The UNIVERSITY may be deemed a public authority as defined by Freedom of Information Act 2000 (as amended from time to time) and any subordinate legislations made under it or any superseding enactment and regulations (the “FOI Legislation”) and therefore recognises that The UNIVERSITY may be the subject of a request for information made by any person to the UNIVERSITY.
13.1. The UNIVERSITY will inform the SELLER whenever it receives a request for information or class of information relating to this CONTRACT or otherwise relating to the SELLER which has been designated as falling within an exemption to disclosure under FOI Legislation (“Exempt Information”) setting out:
13.2.1 the nature of the request
13.2.2 where possible, the identity of the person making the request for information;
13.2.3 what Exempt Information is covered by the request;
13.2.4 whether the UNIVERSITY intends to disclose the information requested (including the intention to disclose any Exempt Information); and
13.2.5 a reasonable timescale in which the SELLER must make any representations to the UNIVERSITY or express any objection to the disclosure of the Exempt Information.
13.3 In the event that the UNIVERSITY discloses any Exempt Information pursuant to this Clause, such disclosure shall not be deemed to be a breach of the confidentiality of this CONTRACT.
13.4 This clause shall survive the expiry or termination of this CONTRACT.
13.5 Where the UNIVERSITY receives a freedom of information request in respect of the information the SELLER holds on behalf of the UNIVERSITY, the SELLER shall fully co-operate and provide all assistance requested by the UNIVERSITY in order to enable the UNIVERSITY to respond to such request within the timescales provided in the Freedom of Information Act 2000.
Updated 6/3/2013.
