ࡱ> y 2vbjbj 0{{m >>>>>RRR84R6RR4aaa$ʒ|Z9>aaaaa9>>Naj>> aBc"V'fߎd0b֕$֕֕>aaaaaaa99aaaaaaa֕aaaaaaaaa : STANDARD PURCHASE ORDER TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS, SERVICES AND WORKS Interpretation Definitions In these Terms and Conditions the following definitions shall apply: Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; Conditions the standard terms and conditions of purchase set out in this document which include any special terms and conditions agreed in writing between Parties; Confidential Information information data and material of any nature which either Party may receive or obtain from each other or from any third party in connection with the operation of the Contract and which at the time of disclosure is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence, and all information that is otherwise imparted in confidence, including information which (i) comprises Personnel Data or Sensitive Personal Data (as both terms are defined in the Data Protection Act 1998 and the Data Protection Act 2018); (ii) the release of which is likely to prejudice the commercial interests of the Council or the Provider respectively; or (iii) which is a trade secret; Contract the contract for the purchase of the Goods and/or the supply of the Services or Works by the Provider to the Council and is comprised of the Conditions herein and the Councils Specification and the Providers offer that the Council has accepted and if required by the Council additional Special Conditions drawn up by the Council; Council Vale of Glamorgan Council, Civic Offices, Holton Road, Barry, Vale of Glamorgan CF63 4RU; Deliverables all documents, products and materials developed by the Provider or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programmes, data, specifications and reports (including drafts); Delivery Address the address stated on the Purchase Order or if not so stated, any of the Councils offices as instructed by the Council at any time during the term of the Contract; Equality Acts the Equality Act 2006, the Equality Act 2010 and any statutory modification or re-enactment thereof or any other law relating to discrimination in employment or in the provisions of goods, facilities, services and works; Goods the goods (or any part of them) set out in the Purchase Order; Goods Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Council and the Provider; IPR Intellectual Property Rights including all present and future patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, design rights, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights throughout the world for the whole term thereof, in each case whether registered or unregistered and including all applications for renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; Party/Parties individually or collectively as applicable either the Council and/or the Provider; Pre-existing IPR any IPR (embedded in any work or materials arising from the provision of the Goods, Services or Works supplied under the Contract) vested in or licensed to the Provider by the third party owner or any IPR prior to or independently of performance by the Provider of its obligations under the Contract; Price the price of the Goods, Services or Works; Provider the supplier of Goods, Services or Works as stated in the Purchase Order; Purchase Order the Councils purchase order issued in relation to the Goods, Services or Works; Services the services, including without limitation any Deliverables, to be provided by the Provider under the Contract as set out in the Service Specification; Service Specification the description or specification for Services agreed in writing by the Council and the Provider; Specification the Councils requirements in relation to the Goods, Services or Works and the Providers offer in response to the requirements, including any plans, drawings, data or other information; Special Conditions additional conditions that may be incorporated into the Contract as provided under condition 2.3 below; Staff the Providers employees, servants, sub-contractors or agents used to supply the Goods or perform the Services or Works. Construction In these Conditions the following rules apply: 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 1.2.2 a reference to a party includes its successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended, re-enacted or extended at the relevant time and includes reference to subordinate legislation made under that statute or statutory provision as amended, re-enacted or extended at the relevant time; any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; a reference to writing or written includes facsimile transmission; and any headings in these Conditions are for convenience only and shall not affect their interpretation. Basis of Contract 2.1 On issue of a Purchase Order by the Council in relation to the Goods, Services or Works, these Purchase Order terms and conditions shall automatically apply and shall be binding on the Provider unless these Purchase Order terms and conditions are not applicable because the Provider has been notified of and issued by the Council with other standard terms and conditions of the Council or has agreed in writing to alternative terms and conditions by the Provider. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions which the Provider has sought to or subsequently seeks to impose on the Council. For the avoidance of doubt any terms and conditions of the Provider, including without limitation any terms and conditions printed on any invoices or other documents submitted by the Provider to the Council shall not be deemed incorporated into this Contract and shall be of no effect in relation to the provision of Goods, Services or Works. If the Council requires the Provider to comply with additional Special Conditions such conditions shall be in writing, drawn up by the Council and shall be deemed to be part of this Contract. Unless otherwise expressly stated by the Council any Special Conditions included in the Contract shall take precedence over the terms and conditions herein to the extent that there is any conflict between any of the terms herein and the provisions in the Special Conditions. No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Parties. Any Goods supplied by the Provider that do not correspond with the Councils Specification or otherwise do not comply with provisions of the Contract, may be returned by the Council to the Provider at the Providers expense. The Provider shall properly perform the Services or Works with the standard of skill, care and diligence which a competent and suitably qualified person performing such Services or Works could reasonably be expected to exercise and in accordance with all relevant statutory requirements and industry best practice. The Provider and its Staff shall only undertake processing of Personal Data (as defined under the Data Protection Acts 1998 and 2018 [DPA] if instructed by the Buyer to act as Data Processor within the meaning of the DPA as part of the performance of the Providers obligations under the Contract. As Data Processor, the Provider shall perform its obligations in accordance with and so as to enable the Council to comply with its obligations under the DPA as Data Controller (within the meaning of the DPA). The Provider shall take appropriate technical and organisational measures to ensure that the Personal Data is processed securely. The Provider shall submit its data processing facilities for audit by the Council and this may include supplying written particulars of the measures taken. Specification The Provider shall comply with all applicable regulations and/or other legal requirements concerning the manufacture, packaging and delivery of Goods and/or performance of the Services or Works. The Provider shall comply with the reasonable instructions of the Council in connection with the provision of the Goods, Services or Works. Timely provision of the Goods, Services or Works shall be of the essence of the Contract. Without prejudice to the Councils rights to terminate this Contract the Provider shall, at the Councils request, remedy any failure to comply with the Contract in accordance with the Councils reasonable instructions at no additional cost to the Council. Price and Payment 4.1 The Price of the Goods, Services or Works shall be as offered by the Provider to the Council and shall be inclusive of all labour costs, equipment, materials, charges for packaging, shipping, carriage, insurance and delivery, and any duties or levies other than VAT, unless otherwise expressly stated in the Providers quoted prices as accepted by the Council. 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 Council in writing. 4.3 The Providers official invoice should be sent to the Council within three months after delivery of the Goods, Services or Works (unless expressly stated by the Councils) and must show: 4.3.1 the Councils Purchase Order number; 4.3.2 an Invoice number; 4.3.3 a description of the Goods, Services or Works delivered; 4.3.4 full details of Price; 4.3.5 any discount allowed; 4.3.6 VAT, if applicable Failure by the Provider to submit invoices to the Council within three months of delivery of the Goods or Services as required in this clause 4.3 may result in the sums due under such invoices (referred to below as Late Invoices), not being recoverable from the Council by the Provider, if and to the extent that the Council has incurred any loss as a direct consequence of the late submission of invoices by the Provider. Such loss may arise in circumstances (including but not limited to) where the Council has forfeited any right it has to recover the sums due in the Late Invoice(s) from a third party that has an arrangement with the Council entitling the Council to submit a claim (a Claim) to that third party in order to be reimbursed for payments made by the Council to the Provider in consideration of the Goods or Services supplied by the Provider under this Contract and a pre-condition for reimbursement is that the Council submits the Claim within a specified time. If the Council under such arrangement loses the right to be reimbursed because it submits a Claim late and the reason for the late Claim is because the Provider has submitted a Late Invoice to the Council, then the Councils inability to obtain reimbursement would be a loss to the Council which may be remedied in accordance with this clause 4.3, without prejudice to any other rights or remedies that the Council may have. If the Council has forfeited its right to recover from the above mentioned third party sums specified inn Late Invoices as a result of the Providers submission of Late Invoices(s) to the Council, the Council may: refuse to pay the sums due on Late Invoice to the extent that the sum not paid by the Council cannot be claimed back by the Council from the third party under the arrangements between the Council and the third party referred to above in this Condition, set off the sums the Council is unable to claim back from the third party (as a result of the Providers late submission of any invoice) against any sums that may become payable from the Council to the Provider for the supply of the Goods and Services. 4.4 Unless otherwise agreed in writing by the Council, the payment of the Price will be made within 30 days of receipt of a correct invoice, if the Goods, Services or Works have been delivered in accordance with the Contract. 4.5 The Council shall be entitled to set-off against any invoice, any amount due for the Provider under this Purchase Order or under any other contractual arrangement with the Council. 4.6 VAT, where applicable, shall be shown separately on all invoices as a strictly extra charge. All invoices containing VAT must conform to the requirements of HM Revenue and Customs. 4.7 The Provider shall at the request of the Council provide all information necessary to support the invoiced amount including all relevant time sheets, details of expenses incurred and invoiced paid. 4.8 The Provider shall be wholly responsible for all applicable taxes including income tax and national insurance and other similar contributions or taxes (together Taxes) which may be payable out of, or as a result of the receipt of, any monies paid or payable by the Council under this Contract. 4.9 No payment of or on account of the Contract Price shall constitute an admission by the Council as to the Providers proper provision of the Goods, Services or Works. Delivery The Goods shall be delivered to and/or the Services or Works shall be performed within business hours at the Delivery Address on the date or within the period specified in the Specification or as otherwise specified or agreed by the Council in writing. Where the date of delivery of the Goods and/or performance of the Services or Works is to be specified after the placing of the Purchase Order, the Provider shall give the Council reasonable notice of the specified date. A delivery note which specifies the number of the Purchase Order shall accompany each delivery or consignment of the Goods and must be displayed prominently. If the Goods are to be delivered and/or the Services or Works are to be performed by instalments, the Contract will be treated as a single contract and will not be severable. The Council 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 Council has had reasonable time to inspect them following delivery or, if later, within the reasonable time after any latent defect in the Goods has become apparent. The Provider shall supply the Council in good time with any instructions or other information required to enable the Council to accept delivery of the Goods and/or performance of the Services or Works. The Council shall not be required to return to the Provider any packaging or packaging materials for the Goods, whether or not the Goods are accepted by the Council. If the Goods are not delivered and/or the Services or Works are not performed on the due date then, without prejudice to any other remedy, the Council has already paid the Price, to claim from the Provider an amount equal to the additional costs incurred by the Council as a result of the delay. Risk of damage to or loss of the Goods shall pass to the Council upon delivery to the Council in accordance with the Contract. The property in the Goods shall pass to the Council upon delivery, unless payment for the Goods is made prior to delivery, where it shall pass to the Council once payment has been made and the Goods have been appropriated to the Contract. Whilst on the Councils premises the Provider shall comply with the Councils rules and regulations relating to the premises. Quality Assurance The provider shall operate a self-regulatory system of quality assurance and quality measures relating to the Contract in addition to any quality requirements in the Specification which ensures that the Goods, Services or Works are provided in accordance with the requirements of the Contract and as part of this requirement, the Provider shall check that information, data or software supplied pursuant to the Contract is fit for the purpose for which the Council intends to use it. Warranties and Liability The Provider warrants to the Buyer that the Goods will: be of sound materials and first class workmanship; be equal in all respects to the samples, patterns, description or specification provided or given by either Party; be satisfactory quality (within the meaning of the Sale of Goods Act 1979); be free from defects in design, material and workmanship; and comply with all statutory requirements and regulations relating to the sale of the Goods. The Provider warrants to the Council that the Services or Works will be performed by appropriately trained and qualified personnel, with due care and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. The Provider will indemnify the Council in full against the following: all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of Goods, Services or the Works supplied; all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Councils sites, works or other places of business; any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the Services or Works in accordance with the terms of the Contract; Without prejudice to any other remedy, if any of the Goods, Services or Works are not supplied or performed in accordance with the Contract, then the Council shall be entitled: to require the Provider to repair the Goods or to supply replacement Goods and/or remedy any failure to perform the Services or Works in compliance with the Contract within 7 days or such other period specified by the Council; or 7.4.2 at the Councils sole option and whether or not the Council has previously required the Provider to repair the Goods or to supply any replacement Goods and/or to remedy any failure to perform the Services or Works, to treat the Contract as discharged by the Providers breach and require repayment of any part of the Price which has been paid. Termination The Council shall be entitled to terminate the Contract without liability to the Provider by giving written notice to the Provider at any time if: the Provider makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any other property or assets of the Provider; or the Provider dies, or ceases, or threatens to cease to carry on business; or 8.1.4 the Provider does anything improper to influence the Council to give the Provider any contract or commits an offence under the Prevention of Corruption Acts 1889 to 1916; or 8.1.5 the Council reasonably believes that any of the events mentioned above is about to occur in relation to the Provider and notifies the Provider immediately. For the avoidance of doubt, where the Council terminates the Contract in accordance with the provisions of Condition 8.1, the Provider shall compensate the Council for any losses suffered as a result of this. The Council may terminate the Contract at any time on giving the Provider not less than one months notice. On the expiry or termination of this Contract (however arising), the Provider shall deliver up to the Council all documents, formulae, papers, drawings, software, data, specifications, reports, notes, programmes, portfolios, equipment, materials of any sort, identity cards and keys which were furnished by the Council to the Provider, or which were prepared by or on behalf of the Provider for the Council in the course of providing Goods, Services or Works under this Contract. Intellectual Property Rights Subject to Pre-existing IPR, all IPR created by the Provider as a result of supplying and/or performing the Goods, Services or Works (Contract Generated IPR) shall be owned by the Council and the Provider shall enter into such documentation and perform such acts as the Council may request to properly vest such Contract Generated IPR in the Council. The Provider hereby assigns (by way of present assignment of future Contract Generated IPR) all Contract Generated IPR. The Provider hereby grants to the Council a perpetual, royalty-free, irrevocable, non-exclusive, assignable, global licence for use, sub-licence and/or commercial exploitation of any Pre-existing IPR in the Goods, Services and/or Works together with the ability to sub-licence the same. The Provider agrees to indemnify and keep indemnified the Council against any costs, claims, proceedings, expenses and demands arising from the sue, application, supply or delivery of any process article, matter or thing supplied under this Contract that would constitute or is alleged to constitute any infringement of any IPR including third partys IPR. Confidentiality Subject to requirements by law, including, without limitation, under the Freedom of Information Act 2000 (the FOIA) and the Environmental Information Regulations 2004 (EIR) and of this Condition 10, any Confidential Information supplied by the Council and the Provider or vice versa shall be kept confidential and shall only be used by the Provider for the performance of its obligations under the Contract. The Provider shall use all reasonable efforts to assist the Council to comply with such obligations as are imposed on the Council by the FOIA and EIR including providing the Council with reasonable assistance in complying with any request for information (in connection with the Goods, Services or Works) served on the Council under the FOIA or the EIR. Upon expiry or termination of the Contract for whatever reason, the Provider shall either, immediately destroy, or at the Councils written request, immediately return to the Council any Confidential Information provided to it pursuant to the Contract. 10.4 To enable the Council to comply with transparency obligations that apply to the Council, notwithstanding any other term of this Contract, the Provider hereby gives its consent for the Council to publish the Contract in the public domain in its entirety, including from time to time agreed changes to the Contract. The Council may prior to such publication, remove any content of the Contract that would satisfy the legal tests for exempt information under the FOIA and the DPA, which includes commercially sensitive information and information which is provided in confidence. General The Provider shall be prohibited from transferring, assigning or sub-letting, directly or indirectly, to any person or persons whatever, the whole or any portion of the Contract without the written permission of the Council. No waiver by the Council of any breach of the Contract by the Provider shall be considered as a waiver of any subsequent breach of the same or any other provision. The Provider shall ot give, nor offer to give anyone employed by the Council an inducement of any kind, or any gift that could be perceived by others as a bribe. Any such action will constitute a breach which is considered incapable of remedy. The Provider and its Staff involved in the supply of Goods, Services or Works under the Contract shall comply with the Councils policies relevant to the performance of the Providers obligations under the Contract and which have been made known to the Provider. Such policies shall include without limitation the Councils health and safety and security policies that are effective at any time during the term of the Contract. The Provider warrants and undertakes that the Staff engaged in performing the Contract shall have satisfactorily competed the Baseline Personnel Security Standard (BPSS) which requires verification of: identity; employment history; nationality and immigration status; and 11.4.4 unspent criminal convictions. If the Provider is a sole trader the Provider will co-operate with the Council in providing the verification which the Council may require to ensure that the Provider meets the BPSS. If any provision of these Conditions is held 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. The Provider shall not issue any press release or make any public statement concerning the Council, its employees, agents, commissioners of Goods, Services or Works without the prior written consent of the Council, nor shall the Provider without the prior written consent of the Council, advertise or disclose to third parties that it is providing Goods, Services or Works to the Council. The Provider shall, and shall use reasonable endeavours to ensure that its Staff shall at all times act in a way which is compatible with the Convention Rights within the meaning of Section 1 of the Human Rights Act 1998 and shall comply with the Equality Acts. Acceptance of this Purchase Order will be deemed to bind the Provider to these Conditions and no Goods, Services or Works shall be supplied or performed by the Provider, its employees, agents or representatives, except in accordance therewith. These Conditions constitute the entire understanding between the Parties relating to the subject matter of the Contract and, save as may be expressly referred to or referenced herein, supersede all prior representations, writings, negotiations or understandings with respect hereto, except in respect of any fraudulent misrepresentation made by either Party. Save for the Parties, no person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Purchase Order and/or these Conditions. The Provider shall effect and maintain an adequate level of insurance cover in respect of all risks that may be incurred by them in the performance of this Contract. Notices given under the Contract shall be given in writing and shall be served: by delivery to the receiving Party, effecting immediate service; by post, effective service on the second following business day; or by facsimile or e-mail, effecting service either after four hours if within accepted working hours or on the following business day. The Parties agree to submit to the jurisdiction of the English and Welsh courts and agree that the Contract is to be governed and construed according to English and Welsh law. Nothing in this Contract shall be construed as creating a partnership, contract of employment or a relationship of principal and agent between the Council and the Provider. The following terms shall survive the termination or expiry of the Contract: Conditions 1, 7. 9. 10, 11 and, without limitation to the foregoing any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination of expiry.     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