Conditions of contract for purchase orders below £25,000

These conditions apply save where alternate terms and conditions of contract have been notified to the Supplier pursuant to Condition 2.1

1. Interpretation

Conditions: the terms and conditions set out in this document;

Contract: the Contract between the Council and the Supplier for the sale and purchase of the Goods or the supply of Services or Works;

Council: West Northamptonshire Council;

Delivery Date: the date specified in the Order

Delivery Location: the address for the delivery of the Goods/Services/Works as set out in the Order; Goods: the goods (or any part of them) to be supplied by the Supplier and identified in the Order and/or the Specification;

Order: the Council’s order for the Goods/Services/Works as set out in the Council’s purchase order form;

Services: the services to be provided by the Supplier as identified in the Order;

Specification: any specification for the Goods/Services/Works including any supporting documentation, related plans and/or drawings that are agreed by the Council with the Supplier.

Supplier: the company or entity from whom the Council purchases the Goods/performs the Services/undertakes the Works.

Works: the works to be undertaken by the Supplier as identified in the Order.

2. Basis of Contract

2.1. Where any terms or conditions of contract have been notified and/or issued to the Supplier by the Council in any quotation or tender process for goods, services or works these terms and conditions shall prevail over the Conditions set out in this Contract otherwise these Conditions shall apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Council to purchase the Goods/Services/Works in accordance with these Conditions.

2.3. The Order shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Order; or the Supplier doing any act consistent with fulfilling the Order at which point the Contract shall come into existence

3. The Goods

3.1. The Supplier shall ensure that the Goods shall:

3.1.1. Correspond with their description and any applicable Specification;

3.1.2. Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Council expressly or by implication and in the respect the Council, relies on the Supplier’s skill and judgement;

3.1.3. Be free from defects in design, material and workmanship and remain so for twelve (12) months after delivery; and

3.1.4. Comply with all statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling

3.2. The Supplier shall ensure that it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3. The Council may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4. If following such inspection or testing, the Council considers that the Goods do not conform, or are unlikely to comply with the Supplier’s undertaking at clause 3.1 the Council shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

4. Delivery of Goods

4.1. Title and risk in the Goods shall pass to the Council on completion of delivery.

4.2. The Supplier shall ensure that:

4.2.1. The Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; and

4.2.2. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are delivered in instalments, the outstanding balance of Goods remaining to be delivered.

4.3. The Supplier shall deliver the Goods:

4.3.1. On the Delivery Date;

4.3.2. At the Delivery Location; and

4.3.3. During the Council’s normal business hours, or as instructed by the Council.

4.4. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.5. The Supplier shall not deliver the Goods in instalments without the Council’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time, or at all, or any defect in an instalment shall entitle the Council to the remedies set out in clause 7.

5. The Services

5.1. The Supplier shall provide the Services to the Council from the date set out in the Order and for the duration of the Contract.

5.2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Council notifies to the Supplier and time shall be of the essence in relation to any of those performance dates.

5.3. In providing the Services, the Supplier shall:

5.3.1. Co-operate with the Council in all matters relating to the Services, and comply with all instructions of the Council;

5.3.2. Perform the Services with the best care, skill and diligence, and in accordance with best practice in the Supplier’s industry, profession or trade and in accordance with all relevant statutory requirements and industry best practice;

5.3.3. Use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

5.3.4. Ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification;

5.3.5. Use the best quality goods, materials, standards and techniques;

5.3.6. Observe all health and safety rules and regulations and any other security requirements that apply at any of the Councils premises; and

5.3.7. Provide all equipment, tools and vehicles and such other items as are required to provide the Services.

6. The Works

6.1 The Supplier shall commence and complete the Works in accordance with the dates set out in the Order.

6.2. The Supplier shall meet any performance requirements for the Works specified in the Order or that the Council notifies to the Supplier and time shall be of the essence in relation to any of those performance requirements.

6.3. In providing the Works , the Supplier shall:

6.3.1. Co-operate with the Council in all matters relating to the Works, and comply with all instructions of the Council;

6.3.2. Undertake the Works with the best care, skill and diligence, and in accordance with best practice in the Supplier’s industry, profession or trade and in accordance with all relevant statutory requirements:

6.3.3. Use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

6.3.4. Ensure that the Works will conform with all descriptions, materials, standards and specifications set out in the Specification;

6.3.5. Use the best quality goods, materials, standards and techniques at all times;

6.3.6. Observe all statutory health and safety rules and regulations and any other security requirements that apply at any of the Council’s premises; and

6.3.7. Provide all equipment, tools and vehicles and such other items as are required to undertake the Works.

7. Council Remedies

7.1. In the event that:

i) The Goods are not delivered on the Delivery Date, or do not comply with the conditions set out in clause 3; or

ii) The Supplier fails to perform the Services or Works in accordance with these Conditions or by the applicable dates,

The Council shall, without limiting any of the rights or remedies available to it, have one or more of the following rights:

7.1.1. To terminate the Contract with immediate effect by giving written notice to the Supplier;

7.1.2. To reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

7.1.3. To require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;

7.1.4. To refuse to accept any subsequent delivery of the Goods or any subsequent performance of the Services/Works which the Supplier attempts to substitute Goods/Services/Works from a third party; and/or

7.1.5. To claim damages for any additional costs, loss or expenses incurred by the Council arising from the Supplier’s failure to carry out its obligations under this Contract.

7.2. The Council’s rights or remedies under this Contract are in addition to its rights and remedies implied by statute and common law.

8. Price and Payment

8.1. The price to be paid for the Goods/Services/Works shall be the price (exclusive of VAT) set out in the Order, which shall be a fixed price unless otherwise agreed by the Council.

8.2. The Council shall pay correctly rendered invoices within thirty (30) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

8.3. The Council may at any time, without limiting any of its rights or remedies, set off any liability of the Supplier to the Council against any liability of the Council to the Supplier.

9. Indemnity

9.1. The Supplier shall keep the Council indemnified against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,

9.2. penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Council arising out of, or in connection with:

9.1.1. any claim made against the Council for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods/Services;

9.1.2. any claim made against the Council by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or the supply of the Services/Works; and

9.1.3. any claim made against the Council by a third party arising out of or in connection with the supply of the Goods, as delivered.

This clause 9 shall survive termination of the Contract.

10. Insurance

10.1. During the term of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company:

10.1.1. Employers liability as required by law;

10.1.2. Professional indemnity insurance in the sum of not less than £1,000,000 (one million pounds); and

10.1.3. Product liability insurance and public liability insurance in the sum of not less than £5,000,000 (five million pounds).

To cover the liabilities that may arise under or in connection with the Contract, and shall, on the Council’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

11. Information Sharing and Confidentiality

11.1. The Supplier acknowledges that the Council must comply with the provisions of the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 and where applicable, the Supplier shall provide, at its cost, all necessary assistance to enable the Council to comply with its obligations under the Acts.

11.2. The Supplier shall comply with all applicable requirements of the Data Protection Legislation and will indemnify the Council against all actions, costs, claims, proceedings or demands that may be brought, or made against the Council under the Data Protection Legislation which arise from the improper use, disclosure or transfer of personal data by the Supplier.

Additional definition:

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

12. Termination

12.1. The Supplier shall keep confidential all information belonging to, or provided by the Council in connection with this Contract and shall not use or disclose it to any third party without the express consent of the Council, except to the extent permitted by law.

Without limiting its other rights or remedies, the Council may terminate the Contract with immediate effect by giving written notice to the Supplier if:

12.1.1. The Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receipt of a notice in writing to do so;

12.1.2. The Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

12.1.3. The Supplier is an individual and commits an act of bankruptcy; or

12.1.4. The Supplier is a company and calls a meeting of its creditors, then the Council may terminate the Contract with immediate effect by notice to the Supplier.

12.2. The Council may terminate the Contract for convenience by giving the Supplier three (3) months written notice.

13. Compliance with relevant laws and policies

13.1. The Supplier shall comply with all statutes, orders regulations or bye laws applicable to the performance of the Contract, and shall indemnify the Council against any losses, claims, liabilities, expenses, proceedings or otherwise, as a result of the Supplier’s non- compliance with the same.

14. Force majeure

14.1. Neither party shall be in breach of the Contract, nor liable for delay in performing, or failure to perform any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control. If the period of delay or non-performance continues for two (2) weeks, the party not affected may terminate the Contract by giving two (2) weeks written notice to the affected party.

15. Assignment and Sub- Contracting

15.1. The Supplier shall not assign, sub- contract, or in any other way dispose of the Contract or any part of it without the prior written consent of the Council.

16. Waiver

16.1. No delay, neglect, or forbearance on the part of either party to exercise any right or remedy provided under the Contract, or by law shall constitute a waiver or in any way prejudice any right of that party under this Contract.

17. Partnership

17.1. Nothing in the Contract shall be construed as creating a partnership, a contract of employment, or a relationship of principal and agent between the Council and the Supplier.

18. The Contracts (Rights of Third Parties) Act 1999

18.1. No person who is not a party to the Contract shall have any right to enforce any term of the Contract, which expressly or by implication, confers a benefit on them without the prior agreement in writing of both parties.

19. Variation

19.1. The Contract shall not be varied or amended unless such variation or amendment is agreed in writing by the Council and the Supplier.

20. Notices

20.1. Any notice to be given by either party to the other shall be given be in writing and addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) and shall be delivered personally, or sent by pre-paid first class post or commercial courier. All such notices shall be deemed to have been received: on the day of delivery if sent by pre-paid first class post; or if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed.

21. Entire agreement

21.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

22. Governing Law and Jurisdiction

22.1. This Contract shall be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

22.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Last updated 09 October 2023