Conditions of Contract for the Purchase of Goods & Services
1. Interpretation
1.1. In these conditions of Contract the following definitions shall apply:
2. The Buyer means Age UK, Age UK Services Limited or Age UK Trading Limited
2.1. The Contract means the standard conditions set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller and all specifications, patterns, Sellers’ samples, plans, drawings & other documents incorporated or referred to therein.
2.2. The Seller means the person so described on the Order who undertakes to supply the Goods to the Buyer as provided for in the Contract. Where the Seller is an individual or partnership the expression shall include the personal representatives of that individual or of the partners.
2.3. The Contract Price means the price that is payable to the Seller by the Buyer for the Goods and or the charge for the services under the Contract for the full & proper performance by the Seller of its part of the Contract.
2.4. The Goods means all goods (including the instalment of the Goods or any part of them), materials or articles as described in the Order that the Seller is required to supply under the Contract.
2.5. The Services means the Services if any described in the Order including all activities, functions, associated goods & parts that the Seller is required to carry out or supply under the Contract.
2.6. The Order means the Buyers Purchase order to which these conditions are annexed.
2.7. Delivery Address means the address stated on the Order.
3. Variation of Conditions
3.1. The Goods & Services shall be supplied solely in accordance with these conditions. Any alterations to these terms and conditions must be agreed in writing between the Buyer and the Seller.
4. Specification
4.1. 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 specifications supplied by the Buyer to the Seller or agreed in Writing by the Buyer and the Seller.
4.2. Any specifications supplied by the Buyer to the Seller or specifically produced by the Seller for the Buyer 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 Buyer and the Seller assigns with full title guarantee to the Buyer all such copyright design rights or other intellectual property for no further consideration subject only to the payment of the Price. 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.
4.3. The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services. The Buyer may require the Seller to show that the Goods bear a CE mark and may ask for a copy of the EC Declaration of Conformity.
4.4. The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during the manufacture, processing, or storage at the premises of the Seller or any third party prior to despatch, the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
4.5. If, as a result of inspection or testing, the Buyer is not satisfied that the Goods will comply in all aspects with the Contract, and the Buyer so informs the Seller within 7 days of inspection or testing, the Seller shall take all steps as are necessary to ensure compliance.
4.6. The Goods shall be marked in accordance with the Buyers 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.
4.7. Unless otherwise specified all Goods supplied shall be new, of the qualities & kinds described and equal in all respects to the descriptions, specifications, patterns & samples that are relevant for the purpose of the Contract. The Goods shall be in strict compliance with the latest relevant British Standards or equivalent EU standards where such exist.
5. Containers & pallets
5.1. The Seller shall collect without charge any reusable container within 21 days of delivery. Empty containers not removed within 21 days may be returned by the Buyer at the Sellers’ expense, or disposed of at the Buyers discretion.
6. Forms
6.1. The Seller shall ensure a delivery note accompanies each delivery
6.2. The Seller shall ensure both delivery notes & invoices are clearly marked with the Buyers order number
7. Delivery
7.1. 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 Buyer’s usual business hours.
7.2. Where the date of delivery of the Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date.
7.3. The time of delivery of the Goods and performance of the Services is of the essence of the Contract, the seller shall be liable to reimburse the seller for any losses incurred as a result of late delivery.
7.4. A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
7.5. If the Goods are to be delivered or the Services performed by instalments, the Contract will be treated as a single contract and not severable.
7.6. The Buyer 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 Buyer 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.
7.7. The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
7.8. The Buyer shall not be obliged to return to the Seller any packing or packing materials whether or not any Goods are accepted by the Buyer.
8. Property & Risk
8.1. The Seller agrees to repair or replace free of charge Goods lost or damaged in transit provided that such loss or damage is advised to the Seller by the Buyer as soon as the problem becomes known, or as soon as is reasonably possible. Replacement goods shall be supplied in accordance with the timescale of the original Contract or as soon as practically possible.
8.2. Risk of damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer in accordance with the Contract.
8.3. Property in the Goods shall pass upon the delivery, unless payment for the Goods is made prior to delivery when it shall pas to the Buyer once payment has been made...
9. Rejection of Goods & Services
9.1. The Goods & Services shall be inspected within a reasonable time after delivery/performance and may be rejected if found to be defective or inferior in quality to or differing in form or material from the requirements of the Contract, or if they do not comply with any term, whether express or implied, of the Contract.
9.2. The Buyer shall notify the Seller of any defect within a reasonable period of its discovery & shall give the Seller all reasonable opportunity to investigate and put right the defect.
9.3. The Buyer shall notify the Seller of any shortage or damage caused in transit found on delivery within 14 days of delivery.
9.4. The whole of any consignment may be rejected if a reasonable sample of the Goods taken indiscriminately from that sample is found not to conform in every material respect to the requirements of the Contract.
9.5. The Buyers right of rejection shall continue irrespective of whether the Goods have been signed for and accepted. Taking delivery, inspection, payment or use shall not constitute acceptance, and the right of rejection shall cease within a reasonable time from the date on which the Buyer discovers a latent defect or other relevant breach of Contract.
9.6. Rejected Goods shall be removed by the Seller at its own expense with 14 days of notification. If the Goods are not removed, the Buyer may return the Goods at the Sellers risk & expense.
10. Force Majeure
10.1. Neither party shall be liable to the other for any failure to perform its obligations under the Contract where such performance is rendered impossible by circumstances beyond their control (including without limitation strikes, lock outs, industrial disputes, failure or power supplies, riots, civil disturbances, war or warlike activity, fire, explosion, flood or natural causes).
10.2. Nothing shall limit the obligations of the Seller to use its best endeavours to fulfil its obligations under the Contract.
11. Price & Payment
11.1. The price of the Goods and Services shall be as stated in the Order and, unless otherwise so stated shall be:
11.1.1 exclusive of an applicable value added tax (which shall be payable by the Buyer subject to a VAT invoice); and
11.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
11.1.3 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior consent of the Buyer in Writing.
11.2 The Buyer 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.
11.3 All invoices must to be raised in arrears following signed delivery
11.4 The Buyer’s preferred method of payment is via BACS into the Sellers bank account
11.5 The Contract Price shall include all royalties, licence fees or similar expenses in respect of the making, use or exercise by the Seller of any invention or design for the purpose of performing the Contract.
12. Transfer & sub-contracting
12.1. Neither party shall assign the whole or any part of the Contract. The Seller shall not sub-contract the productions or supply of any Goods without the previous consent in writing of the Buyer, such consent not to be unreasonably withheld or delayed.
12.2. If with the Buyer consents to the Seller sub-contracting the production or supply of any Goods, every act or omission of the sub- contractor shall for the purposes of this agreement be deemed to be the act or omission of the Seller and the Seller shall be liable to the Buyer thereafter as if such act or omission had been committed by the Seller itself.
13. Warranties and Liability
1.1. The Seller warrants to the Buyer that the Goods;
1.1.1. will be of satisfactory quality and fit for the purpose held out by the Seller or made known to the Seller in Writing at the time the Order is placed;
1.1.2. will be free from defects in design, materials and workmanship;
1.1.3. will correspond with any relevant specifications or sample; and
1.1.4. will comply with all statutory requirements and regulations relating to the Sale of the Goods.
1.2. The Seller warrants to the Buyer that their Services shall 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 Buyer to accept in all the circumstances.
1.3. Without prejudice to any other remedy, if the Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled to:
1.3.1. require the Seller to repair the Goods or supply replacement Goods or Services in accordance with the Contract within 7 days or;
1.3.2. at the Buyers sole option, and whether or not the Buyer 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.
1.4. The Seller shall indemnify the Buyer in full against all liability, loss, damage, costs, claims and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with;
1.4.1. breach of any warranty given by the Seller in relation to the Goods or Services;
1.4.2. any claim that the Goods infringe, or their use or resale infringes the patent, copyright, design right or trade mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any specifications supplied by the Buyer;
1.4.3. Any liability under the Consumer Protection Act 1987 in respect of the Goods;
1.4.4. Any act or omission of the Seller’s or it’s employees, agents, or sub-contractors in supplying, delivering, and installing the Goods; and
1.4.5. Any act or omission of any of the Seller’s personnel in connection with the performance of the Services.
14. Confidentiality
14.1. The Seller, the Buyer, their employees & agents at all times shall keep confidential and secret all information & other matters acquired by them in connection with the Contract (save to the extent that such information is required to be disclosed by law or is already in the public domain other than by reason of breach of this condition either by the Seller or the Buyer).
14.2. The Buyer is authorised by the Seller to disclose confidential information to persons and may be notified to the Seller from time to time to the extent only as is necessary for the purposes of auditing & collating information so as to ascertain a realistic market price for the Goods, such exercise being commonly referred to as “benchmarking”.
15. Termination
15.1. The Buyer may at any time, terminate the Contract immediately by giving notice to the Seller, without compensation to the Seller in any of the following events:
15.1.1 if the Seller being an individual (or where the Seller is a firm, any partner in that firm) shall at any time become bankrupt or shall have a receiving order, administration order or interim order made against him, or shall make any composition or scheme of arrangement with or for the benefit of his creditors, or shall purport to do so;
15.1.2 if the Seller being a company shall pass a resolution, or the courts shall make an order, that the company shall be wound up (except for the purposes of amalgamation or reconstruction), or if an administrative receiver on behalf of a creditor shall be appointed, or if the courts shall make an administrative order, or if circumstances shall arise that entitle the courts or a creditor to appoint an administrative receiver, or which entitle the courts to make a winding-up order or administration order provided always that such termination shall not prejudice or affect any right of action or remedy that shall have accrued or shall accrues thereafter to the Buyer;
15.1.3 if the Seller is in breach of any of the these conditions & shall have failed to remedy the breach within 30 days of receipt of a request in writing from the Buyer to remedy the breach such request indicating that failure to remedy the breach may result in termination of this Contract;
15.1.4 if the Seller does anything which in the reasonable opinion of the Buyer brings or in its opinion is reasonably likely to bring the Buyers reputation into disrepute.
16. Publicity
16.1. The Seller shall not advertise or publicly announce that it is supplying goods or undertaking work for the Buyer without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed.
17. Law
17.1. The parties shall accept the non-exclusive jurisdiction of the English courts and agree that the Contract is to be governed and construed according to English law.
18. Communications
18.1. All written & oral communications, all documents & the labelling & marking of all packages shall be in English.
18.2. Any changes to the Contract must be agreed in writing by the Buyer Purchasing Department representative
19. Sales information
19.1. The Seller shall keep at its normal place of business, accurate & up to date records of the amounts & value of Goods and/or Services sold by it to the Buyer under the Contract. These records will be made available to the Buyer upon request.
20. Computer equipment
20.1. It is a condition of this Contract that all computer hardware, systems, plant & equipment containing embedded chips & processor employed in connection with the supply of Goods and/or Services is and will be capable of continuing to supply the Goods and/or Services in accordance with the Contract without any delay or interruption attributed to such programmes, hardware, systems plant & equipment.
20.2. Any failure by or delay in the Seller fulfilling its obligation under this Contract by reason of computer programs, computer hardware, systems, plant & equipment containing embedded chips and processors shall not constitute an event of Force Majeure
20.3. The Seller indemnifies the Buyer against all actions, claims, demands, losses, liabilities, damage, costs & expenses incurred or sustained by the Buyer arising from any breech of this warranty.
21. Data protection
21.1. The Seller must protect personal data in accordance with the provisions & principles of the Data Protection Act 1998 and in particular the Seller must ensure compliance with the Buyers security arrangements and ensure the reliability of its staff that have access to any personal data held by the Buyer. In addition, if the Seller is required to access or process personal data held by the Buyer, the Seller shall keep all such personal data secure at all times and shall only process such data in accordance with instructions received from the Buyer.
21.2. The Seller shall indemnify the Buyer against all claims and proceedings and all liability, loss, costs & expenses incurred in connection therewith made or brought by any person in respect of any loss, damage or distress caused to that person as a result of the Sellers unauthorised and/or unlawful processing or the Sellers destruction and/or damage to any personal data held by the Seller, its employees or agents.
22. Mediation
22.1. If any dispute arises out of these Conditions the parties will use all of their respective reasonable endeavours to resolve it by negotiation. If negotiations fail to resolve such disputes the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. To initiate mediation a party shall give notice in writing to the other party requesting mediation of the dispute and shall send a copy thereof to CEDR asking CEDR to nominate a mediator. The mediation shall commence within 28 days of the Mediation Notice being served. Neither party will terminate such mediation until each party has made its opening presentation & the mediator has met each party separately for at least one hour. Thereafter paragraph 14 of the CEDR Model Mediation Procedure will apply. Neither party will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute.
23. Third Party Rights
23.1. This Contract is intended and agreed solely for the benefit of the Buyer & the Seller and no third party shall acquire any benefit, claim or right of any kind whatsoever pursuant to, under, by or through this Contract.
24. Severance
24.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
24.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
