1. INTERPRETATION:
1.1 In these Conditions:
"Buyer" means Aston University
"Conditions" means the standard 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 Buyer and the Supplier.
"Contract" means the contract for the sale and purchase of the Goods and/or the supply and acquisition of the Services subject to these Conditions.
“Correct Invoice” means a separate detailed invoice raised on or any time after delivery of the goods or performance of service quoting Buyers order number and setting out full particulars of the Goods and/or Services supplied and any discounts given
"Delivery Address" means the service point as stated on the Order.
“Equal Opportunities” includes the relevant Equality Legislation: The Equal Pay Act (1970), The Sex Discrimination Act (1975), The Race Relations Act (1976), The Disability Discrimination Act (1995), The Employment Equality (Religion or Belief) Regulations (2003), The Employment Equality (Sexual Orientation) Regulations (2003)
The Employment Equality (Age) Regulations (2006),and any other relevant UK legislation, or equivalent which applies in the countries in which your firm employs staff.
"Goods" means the goods (including any instalment of the goods or any part of them) described in the Order.
"Order" means the Buyer's purchase order in respect of Goods and/or Service signed by an authorised signatory only.
"Price" means the price of the Goods and/or the charge for the Services.
"Services" means the services (if any) described in the Order.
"Specification" includes any plans, drawings, data, description of goods and services or other information relating to the Goods or Services.
"Supplier" means the person so described in the Order.
"Writing" includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to a statute or a provision of 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.
2. BASIS OF PURCHASE:
2.1 A written order will be raised by the buyer and shall clearly state an official order number.
2.2 A written order The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to the Conditions.
2.3 These Conditions shall apply to the Contract to the exclusion of all other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Supplier.
2.4 These Conditions together with all documents entered or to be entered into pursuant to its provisions constitute(s) the entire agreement between the parties in relation to the Contract and supersedes all prior agreements understandings or discussions between the parties other than representations made fraudulently.
2.5 The Buyer reserves the right to cancel the Order unless unconditionally accepted by the Supplier in writing within 28 days of its date.
2.6 No variation to the Order or these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Supplier.
2.7 If the Order provides that Goods are purchased on any trade term defined in the current edition of Incoterms the use of the same shall import the obligations there provided upon the Buyer and Supplier respectively as buyer and seller.
3. CHANGES TO THE ORDER:
3.1 The Supplier shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, but such inspection shall not constitute acceptance or approval of the Goods and/or Services and the Supplier shall provide the Buyer with all facilities reasonably required for such inspection and testing.
3.2 If, as a result of inspection or testing, the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Supplier within 7 days of inspection or testing, the Supplier shall at its own expense take such steps as are necessary to ensure compliance.
3.3 The Buyer may at any time make changes in writing relating to the Contract/Order, including changes in drawings or specifications, method of transit, qualities, packing or time or place of delivery or performance of the Services. If such changes result in an increase in cost of, or time required for, the performance of the Contract, an equitable adjustment shall be made to the price, delivery date or both. Any claim or adjustment by the Supplier must be approved by the Buyer in writing before the Supplier proceeds with such changes.
4. PRICE OF GOODS AND SERVICES:
4.1 The Price of the Goods and the Services shall be fixed and as stated in the Order and, unless otherwise so stated, shall be:
4.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice) at the rate prevailing at the relevant point; and;
4.1.2 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.
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 Buyer in Writing.
4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase, or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.
5. TERMS OF PAYMENT:
5.1 Invoices must state the official Aston University order number. In the event that this is omitted, a revised invoice will be submitted stating the correct order number and payment terms will commence from the date of the revised invoice.
5.2 Unless otherwise agreed in Writing, payment for the Goods and/or Services will be made by the Buyer in respect of each invoice submitted to the Supplier subject to these standards conditions of Contract, at the end of the month following the month in which the invoice is dated (for example: if the invoice is dated 15th July the payment will be due by 31st August), providing that the invoice is received on a timely basis, unless specified otherwise on the settlement terms stated, and provided that a Correct Invoice is received.
5.3 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Supplier.
6. DELIVERY, PACKAGING, CARRIAGE:
6.1 The Goods shall be delivered carriage paid to, and the Services shall be performed at, the Delivery Address or any other address as the Buyer may subsequently specify, during the Buyer’s normal office hours.
6.2 The Goods shall be delivered, and the Services performed, on (or, subject to condition 6.3, before) the date or within the period specified on the Order, or if no such date or period is specified then within 28 days of the date of the Order.
6.3 Where a delivery date is specified on an Order the Supplier shall not deliver the Goods and/or perform the Services before that date unless the Buyer gives its prior written consent. If the Supplier attempts to deliver the Goods (or any part of them) and/or perform the Services before the delivery date without obtaining this consent, the Buyer reserves the right to refuse such delivery of the Goods and/or performance of the Services without liability for any charges incurred by the Supplier.
6.4 Transit and off loading of the Goods shall be at the Supplier’s risk and no charges for packing, carriage or insurance will be allowed unless expressly stated on an Order.
6.5 Time shall be of the essence in respect of any time period or date specified by the Buyer. Without prejudice to any other rights which it might have the Buyer reserves the right to cancel an Order in the event that delivery is not made or the Services not performed in accordance with Condition 6.2 above and/or any Goods delivered and/or Services performed are not in accordance with the Specification and the Contract, and to claim for all loss and expenses incurred in obtaining the Goods or Services from another Supplier.
6.6 The Buyer shall not be deemed to have accepted the Goods and/or Services until the Buyer has had reasonable time to inspect them following delivery or performance but any such acceptance shall not constitute a waiver of the Buyer’s rights under the Contract.
6.7 The Buyer reserves the right to mark the Goods immediately upon delivery. This is undertaken for the purposes of security and the Buyer shall not thereby be deemed to have accepted the Goods nor shall the Supplier be entitled to raise an objection on this ground to any subsequent rejection of the Goods.
6.8 The Supplier shall supply the Buyer on delivery of the Goods with all operating and safety instructions and other information as are necessary for safe operation of the Goods.
6.9 The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
6.10 In supplying the Goods the Supplier will not use packaging that is excessive taking into consideration the need for the Goods to be adequately protected in transit. Wherever reasonably practicable the Supplier will use biodegradable and/or recyclable packaging. If, in its sole discretion, the Buyer considers that the Supplier has unreasonably failed to comply with this condition it may require the Supplier, at the Supplier’s expense, to collect and dispose of any excessive or non-compliant packaging.
6.11 If Goods are delivered to the Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess unless it so elects and any excess will be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
6.12 The Supplier shall provide the Buyer with such invoices, advice notes, statements and other documentation as the Buyer may from time to time specify and the Supplier shall ensure that the Buyer’s Order number is quoted on all such documentation.
6.13 On dispatch of each consignment the Supplier shall send to the Buyer at the Delivery Address an advice note specifying the means of transport, the weight, number of volume and the point and date of dispatch of the Goods; and each delivery of Goods and/or performance of the Services must be accompanied by a delivery note setting out full particulars of the Goods and/or Services and quoting the Buyer’s Order number.
6.14 Should the Goods the subject of an Order, or any part hereof, be imported, the Supplier undertakes to give the Buyer every assistance, free of charge, in the completion of claims for and the collection of rebate of customs duty and any other taxes and impositions levied on importation.
7. RISK AND PROPERTY:
7.1 Risk of damage to or loss of the Goods and/or Services shall pass to the Buyer upon satisfactory delivery to the Buyer in accordance with the Contract and/or completion as appropriate.
7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment (or part payment) for the Goods is made prior to the delivery, when property in the Goods (and/or materials purchased or allocated by the Supplier for the performance of the Contract) shall vest in the Buyer upon remittance of payment unless specifically agreed in Writing by the Buyer.
8. TOOLS AND DRAWINGS:
8.1 All tools, equipment, patterns, drawings, specifications and documentation supplied by the Buyer to the Supplier shall remain the property of the Buyer together with all intellectual property rights of whatever nature therein and all such items shall be used solely for the performance of the Contract and returned to the Buyer forthwith on request or upon completion of the Contract whichever is earlier. In the event that the Supplier fails so to return such tools, equipment, drawings, specifications and documentation the Buyer is hereby irrevocably authorised without any requirement as to notice to enter upon the premises of the Supplier for the purpose only of recovering the said tools, equipment, patterns, drawing, specifications and descriptive matter.
8.2 Risk in such tools, equipment, patterns, drawing, specifications and documentation shall pass to the Supplier upon delivery of the same to the Supplier or collection by the Supplier and shall remain with the Supplier until the same are returned to the Buyer’s premises or collected by the Buyer as the case may be. The Supplier shall indemnify and keep indemnified the Buyer in full against any and all loss and/or damage of such tools, equipment, patterns, drawing, specifications and documentation and shall insure the same whilst at its risk.
9. WARRANTIES AND LIABILITY:
9.1 The Supplier warrants to the Buyer that the Goods:
9.1.1 will be of satisfactory quality and fit for their normal purpose and any other purpose held out by the Supplier or made known to the Supplier in Writing at the time the Order is placed;
9.1.2 will be free from defects in design, material and workmanship;
9.1.3 will correspond with any relevant Specification quantities, stipulations or sample provided by the Supplier; and
9.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods including all applicable regulations and other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services
9.2 The Supplier warrants to the Buyer that their 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 Buyer to expect in all the circumstances.
9.3 Without prejudice to any other remedy, if any Goods and/or Services are not supplied or performed in accordance with the Contract, or if any defect shall materialise within a period of 6 months after delivery and/or performance then the Buyer shall be entitled at the Buyer’s Option:
9.3.1 to require the Supplier to repair the Goods and/or to supply replacement Goods or Services in accordance with the Contract within 7 days; or
9.3.2 at the Buyer's sole option, and whether or not the Buyer 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 (which includes any failure of the Goods and/or Services to meet the Contract requirements following repair and/or replacement) and require the repayment of any part of the Price which has been paid.
9.4 The Supplier shall indemnify the Buyer in full against all liability, loss including loss of profit and increased production costs, damages, costs, claims and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
9.4.1 breach of any warranty given by the Supplier in relation to the Goods and/or Services;
9.4.2 any claim that the Goods infringe, or their importation, use or resale infringes the patent, copyright, registered design, 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 Specification supplied by the Buyer;
9.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;
9.4.4 any act or omission of the Supplier its employees, agents or sub-contractors in supplying, delivering and/or installing the Goods;
9.4.5 any act or omission of any of the Supplier's personnel in connection with the performance of the Services; and
9.4.6 in the event of delays or non deliveries arising other than as a result of negligence on the part of the Buyer, any increase in the cost of labour or material required to produce the Goods and/or Services, the cost of transportation, the cost of any other item in connection with the Goods and/or Services which would not have been incurred but for such default delivery or non delivery.
9.5 The Goods shall be marked in accordance with the Buyer’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.
10. INSURANCE:
The Supplier shall insure and keep insured the Goods and/or Services for the period of the Contract against all risk of loss or damage in a minimum sum £1 million pounds on any one claim and with unlimited liability on the public liability policy. The Supplier shall produce the relevant policies and evidence of payment of premium from time to time upon request from the Buyer and shall require the insurance company to place an endorsement on the policy noting the Buyer’s interest.
11. WORK ON SITE:
11.1 Where the Supplier requires access to the Buyer’s premises for the purposes of installation of the Goods and/or performance of the Services the Buyer shall provide reasonable access and all services necessary to permit the Supplier to fulfil its obligations under the Contract at mutually convenient times.
11.2 The Supplier will commit no act or omission at the Buyer’s premises which would render the Buyer liable to any person and the Supplier shall observe all regulations and provisions in force relating to the safety of persons using the Buyer’s premises (including but not limited to the matters set out in Condition 14).
12. TERMINATION:
12.1 The Buyer shall have the right at any time by giving notice in writing to the Supplier without liability to the Supplier to terminate the Contract forthwith in any of the following events:
12.1.1 if the Supplier commits a material breach of any provision of this Contract which it does not remedy (where remedy is possible) within a period of 30 days of receipt of a written notice from the Buyer specifying the breach and requiring remedy; or
12.1.2 if the Supplier enters into liquidation whether compulsory or voluntary (otherwise than for the purposes of amalgamation or reconstruction) or suffers a bankruptcy order or has a petition presented for the appointment of an Administrator in respect of its business or compounds with its creditors or has a receiver appointed over all or any part of its property and/or assets or takes or suffers any similar action in consequence of dept or if anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Supplier, or
12.1.3 if the Buyer believes that the financial position of the Supplier shall have deteriorated to such an extent that in the opinion of the Buyer the capability of the Supplier to fulfil its obligations hereunder has been placed in jeopardy; or
12.1.4 12.1.4 if there is a substantial movement in the price of Goods or Services which are the subject of an Order or of competitive goods or services.
12.2 The termination of a Contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination. These conditions and any implied terms will continue to be enforceable notwithstanding termination.
12.3 Subject to Condition 20 the Buyer may at any time give written notice to the Supplier to terminate an Order forthwith in respect of all or part only of the Goods and/or the Services and in such event the Buyer’s sole liability shall be to pay the Supplier such a sum as shall reasonably compensate the Supplier for work done and raw materials received and/or Services undertaken and paid for by the Supplier in and for the performance of the Contract prior to its termination.
12.4 The provision of Condition 12.3 shall not apply if the Order is terminated by the Buyer pursuant to the default of the Supplier pursuant to any provision of the Contract.
13. REMEDIES:
13.1 If the Supplier fails to comply with any of the terms of an Order the Buyer shall be entitled (whether or not any part of the Goods or Services has been accepted by the Buyer) to avail itself of any one or more of the following remedies at its discretion:
13.1.1 to rescind an Order;
13.1.2 to return any Goods to the Supplier at the cost of the Supplier who shall fully refund all sums paid by the Buyer for Goods so returned;
13.1.3 to give the Supplier the opportunity at the Supplier’s expense to remedy defect in the Goods or Services and carry out any other necessary work to ensure that the terms on an Order are fulfilled;
13.1.4 to refuse to accept any further deliveries of the Goods or the provision of any further Services from the Supplier without liability to the Buyer;
13.1.5 to claim such damages as may have been sustained in consequences of the Supplier’s breaches of the Contract.
13.2 The rights in this condition 13 shall be in addition to and without prejudice to any other rights which the Buyer may have.
14. HEALTH AND SAFETY:
14.1 The Supplier shall comply and ensure that its personnel and any provision of Goods and Services comply with all relevant UK and International legislation (including, but not limited to the Data Protection Act 1998, the Health & Safety at Work Act 1974, the Environmental Protection Act 1990 and the Management of Health & Safety at Work Regulations 1999) regulations, codes of practice, guidance notes and other requirements of any relevant government or governmental agency and, to the extent that such regulations are advisory, the minimum compliance to be achieved by the Supplier should be the best practice in the relevant industry.
14.2 The Supplier shall comply with the requirements of UK and International legislation and agreements relating to the supply, packaging, labelling and carriage of hazardous goods. Any Goods supplied or installed and/or any Services performed under any Contract/Order shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use, maintenance and repair and with any necessary warning notices clearly displayed.
14.3 The Supplier shall ensure that Goods and Services comply with all UK and International health and safety legislation current from time to time. The Buyer may require the Supplier to show that the Goods bear a CE mark and may ask for a copy of the EC Declaration of Conformity.
14.4 The Supplier agrees before delivery to furnish the Buyer in Writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the articles supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on the supply of such information from the Supplier in order to satisfy its own obligations under the Health and Safety at Work etc Act 1974 and the Control of Substances Hazardous to Heath Regulations Act 1988.
14.5 The Supplier must be committed to implementing active policies to prevent health and safety risks in the workplace and to monitoring their consistent application.
15. Equal Opportunities and the duty to promote race, disability and gender equality.
15.1 All personnel employed by the Supplier for the purpose of performing the Contract shall be suitably trained, qualified and experienced, and shall fulfil their duties in a professional, ethical manner, consistent with the Buyer’s commitment to Equal Opportunities.
15.2 The Supplier shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in race, gender, religion or belief, disability, sexual orientation, age or otherwise) in employment or service delivery. The Supplier shall when required answer queries raised by the Buyer on matters referred to in this Condition and breach of statutory obligations will entitle the Buyer to terminate the Contract. Failure to answer queries raised by the Buyer on matters referred to in this Condition 15 may result in the cancellation of this order or a delay in payment.
15.3 The Supplier shall comply with all provisions of the relevant Equal Opportunities legislation in all dealings with sub-contractors.
15.4 Where in connection with the Contract, the Supplier, its agents or sub-contractors, or the Supplier’s staff are required to carry out work on the Buyer’s premises or alongside the Buyer’s employees or students on any other premises, the Supplier shall comply with the Buyer’s own employment policy and codes of practice relating to equal opportunities, copies of which are available on request.
15.5 The Supplier shall provide such information as the Buyer requires about the Supplier’s policies and practices concerning the prevention of unlawful discrimination and the promotion of equality both in terms of employment and customer service.
15.6 The Buyer and the Supplier shall monitor the performance and objectives of the Contract throughout its duration and make amendments or changes necessary to the Contract, or its performance or objectives in order further to promote equal opportunity
15.7 The Supplier shall notify the Buyer forthwith in writing as soon as it becomes aware of any investigation or proceedings brought against the Supplier under any relevant Equal Opportunities legislation.
15.8 Where any investigation is undertaken pursuant to condition 15.10 by a person or body empowered to conduct such investigation and/or proceedings are instituted following such investigation against the Supplier or against the Buyer either in connection with matters referred to in the Contract or generally, the Supplier shall, free of charge:-
15.8.1 provide any information requested in the timescale allotted;
15.8.2 attend any meetings as required and permit Supplier staff to attend.
15.8.3 promptly allow access to and investigation of any documents or data deemed to be relevant;
15.8.4 allow itself and any Supplier staff to appear as witness in any ensuing proceedings; and
15.8.5 co-operate fully and promptly in every way required by the person or body conducting such investigation during the course of that investigation.
15.9 Where any investigation is conducted, or proceedings are brought in connection with this condition 15 which arise directly or indirectly out of any act or omission of the Supplier, its staff, employees, agents or sub-contractors and where there is a finding against the Supplier in such investigation or proceedings, the Supplier shall indemnify the Buyer with respect to all costs, charges and expenses (including legal and administrative expenses) incurred by the Buyer arising out of or in connection with any such investigation or proceedings and further indemnify the Buyer for any compensation, damages, costs and such other financial redress to cover any payment the Buyer may have been ordered or required to pay to a third party
15.10 In the event that the Supplier enters into any sub-contract (only if and where permitted elsewhere in these Conditions) in connection with the Contract, it shall impose obligations on its sub-contractors in terms substantially similar to those imposed on it pursuant to this Condition 15.
15.11 If a finding of unlawful discrimination or breach of any Equal Opportunities legislation is made against the Supplier or against the Buyer arising from the conduct of the Supplier, the Buyer will require the Supplier to take immediate remedial steps to prevent further recurrences.
15.12 Without prejudice to any of its other rights or remedies available to it, the Buyer may terminate the Contract if notice has been given to the Supplier of a substantial or persistent breach of the provisions of this Condition 15.
16. Freedom of Information Act 2000 (“FoIA”):
16.1 The Supplier acknowledges that the Buyer is a public authority for the purposes of the Freedom of Information Act 2000 such that since 1 January 2005, the Buyer has a legal duty to comply with the provisions of FoIA.
16.2 Accordingly the Supplier acknowledges that any information provided by the Supplier to the Buyer in relation to a Contract or to any enquiries, tenders or agreements may need to be disclosed to third parties following a request for access in accordance with the legislation. Information that is genuinely confidential or commercially sensitive may be exempt from the right of access. Should any of the information supplied by the Supplier, as part of a Contract or otherwise be confidential or commercially sensitive, the Supplier must clearly identify the same with a summary of what harm may result from disclosure of it and the Supplier must indicate any time limits that may apply to the sensitivity of the information. Where the Supplier considers that any other exemption may apply, the Supplier must identify it and explain why the relevant information should not be disclosed to a third party in response to a request for information under FoIA.
16.3 Any reasons given by the Supplier for confidentiality and/or sensitivity and/or other exemption will be taken into account by the Buyer when considering a request for access under FoIA to the information provided by the Supplier. The Seller, however, acknowledges that the Buyer cannot guarantee that any exemption will apply and that it may be required to disclose under FoIA information received from the Supplier if a request is received. Receipt by the Buyer of any material marked ‘confidential’ or equivalent or alluded to as confidential in any reply made by the Supplier to the Buyer will not be taken to mean that the Buyer accepts any duty of confidence by virtue of that marking or indication.
16.4 If a request is received, the Buyer may be required to disclose details of unsuccessful tenders.
16.5 The Buyer may decide to include certain information in its Publications Scheme maintained under FoIA and may consult the Supplier accordingly.
17. CORPORATE SOCIAL RESPONSiBILITy:
To ensure the development and the protection of the general principles of the UK Government Sustainable Development Strategy, the Supplier shall, and shall procure that its own suppliers or potential subcontractors shall comply with the obligations of the above Strategy by complying with the following:
17.1 The Supplier must comply with all applicable environmental laws and regulations and shall demonstrate conformity to, or working towards, an environmental policy and/or an environmental management system; and
17.2 The Supplier shall endeavour to work towards an active policy which is able to demonstrate commitment to Sustainable Procurement in collaboration with the Buyer.
Sustainable Procurement as used in this condition 17 shall mean a process whereby the Supplier assists the Buyer to meet its needs for goods, services works and utilities in a way that achieves value for money, whilst minimising damage to the environment. It should consider the environmental social and economic consequences of: design; non renewable material use; manufacture and production methods; logistics; service delivery; maintenance; reuse and recycling options and disposal throughout the supply chain.
18. LAW:
The construction, validity and performance of the Contract shall be governed by the Laws of England and Wales. The Contract shall be deemed to have been made in England and the parties to the Contract hereby submit to the exclusive jurisdiction of the English Courts.
19. ASSIGNMENT:
The Contract must not be assigned without the Buyer’s prior written consent, and neither the whole nor any part of the work which the Supplier is obliged to carry out hereunder shall be sub-contracted without the Buyer’s written consent to any such arrangements having first been obtained and subject to acceptance by the Supplier of full liability in respect of any act or omission of the sub-contractor and in respect of insurance of the Goods and/or Services when under the control of the sub-contractor.
20. FORCE MAJEURE:
20.1 The Buyer reserves the right to cancel or reduce the volume of the Goods ordered or the Service contracted for if it is prevented from or hindered in carrying on its business through any circumstances beyond the Buyer’s reasonable control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for a loss or damage whatsoever resulting there from.
20.2 If the Supplier is affected by any circumstances beyond its reasonable control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind it shall forthwith inform the Buyer in writing and shall keep the Buyer fully informed of the continuance and of any change of circumstances whilst such circumstance continues.
20.3 If the Supplier is affected by such circumstance for more than 30 days the Buyer may at any time thereafter whilst such circumstance continues by notice in writing to the Supplier terminate the Contract.
21. AUDIT:
The Buyer reserves the right at all times to request the Supplier to provide full documentary proof of each and every transaction between the Supplier and the Buyer and to justify his costs by means of a full detailed explanation and breakdown in a form and manner required by the Buyer.
22. CONSTRUCTION INDUSTRY – TAX CERTIFICATES:
The Supplier shall advise the Buyer whether under the provisions of the Finance (No2) Act 1975 or any regulations made there under or any modification or re-enactment thereof (Other Act) he holds or does not hold sub-contractors tax certificate and shall indemnify the Buyer against the consequences of the Supplier failing to give the correct information and if the Supplier does hold such a certificate the Supplier shall in connection therewith produce to the Buyer all necessary identification and other documents and shall forthwith advise the Buyer of any changes thereto and without prejudice to the generality of the foregoing shall comply with all the requirements of the Finance (No2) Act 1975 and shall indemnify the Buyer against any consequences of the Suppliers non-compliance therewith.
23. GENERAL:
23.1 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. For the avoidance of doubt, such notice shall be deemed to have been received, in the case of a telex or facsimile upon transmission and, in the case of a letter, 48 hours after posting. In providing service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
23.2 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.
23.3 Failure or delay by the Buyer to enforce any of its rights under the Contract will not be construed as waiver of the Buyer’s rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the Buyer or any breach by the Supplier of any of its obligations under the Contract shall not affect the rights of the Buyer in the event of any further or additional breach or breaches.
23.4 The Contract shall not constitute and shall not be deemed to constitute a partnership between the Supplier and the Buyer and no party shall act nor purport to act as an agent for the other but solely as an independent contractor.
23.5 Nothing in any Contract shall confer on any third party any benefit or the right to enforce any provision of the Contract.
