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1.1 In this Contract unless the context otherwise requires:
'Authorised Officer' means the officer named in the Official Order as the Council’s named contact or such other person as the Council shall from time to time notify to the Supplier in writing;
'Conditions' means the terms and conditions of purchase set out in this document;
'Contract' means the Official Order, any tender documentation, these Conditions and any Special Conditions of Contract attached to or mentioned in the Official Order;
'Council' means Leicestershire County Council;
'Goods' means any goods, articles, materials or things which are the subject of the Contract;
'Goods/Services' means the Goods and or Services which are the subject of the Contract, as the context requires;
'Official Order' means the Council's order in the form set out in the official order form (pdf 6kb)
'Parties' means the Council and the Supplier;
'Price' has the meaning given at Clause 6;
'Services' mean any services or work which are the subject of the Contract;
'Special Conditions' means the special terms and conditions of purchase attached to or mentioned in the Official Order;
'Supplier' means the person, firm or company to whom the Official Order is addressed.
1.2 The headings in this Contract are included for convenience only and shall not affect the construction or interpretation of this Contract.
1.3 Where any Special Conditions are inconsistent with these Conditions the Special Conditions will have precedence.
2. The contract
2.1 The Supplier agrees to supply the Goods/Services specified in the Contract at the time or times and in the quantities and manner specified in the Contract.
2.2 The Council agrees to pay the Price for the Goods/Services in the manner and time set out in the Contract.
3.1The Goods will be properly packed, secured and sent at the Supplier's expense and will be delivered in good condition at the time or times and to the place or places set out in the Contract.
3.2 The Services will be supplied and completed in accordance with the requirements and timescales set out in the Contract.
4. Late delivery
4.1 If the Supplier is unable to deliver the Goods or supply the Services (or any part of them) when required by the Contract (or where no time is specified, within a reasonable time), the Supplier will immediately inform the Authorised Officer;
4.2 If the Goods are not delivered or the Services are not supplied (or any part of them) by the time or times set out in the Contract (or where no such time is specified, within a reasonable time; the Council may cancel the Contract immediately by giving the Supplier notice in writing.
4.3 In the event that the Council receives notification under Clause 4.1 above or gives notice to cancel under Clause 4.2 above then the Council may arrange to have the Goods/Services supplied by a reasonable alternative supplier.
4.4 The Supplier shall be liable for any loss, damage or expense incurred by the Council (whether direct or indirect) as a result of any failure to deliver or supply in accordance with the Contract. This Clause will not affect any other rights that the Council may have under this Contract or otherwise.
5.1 The Goods/Services will:
a) comply with the Conditions and any Special Conditions of the Contract;
b) be fit for the purpose or purposes made known to the Supplier expressly or by implication and in this respect the Council relies on the skill and judgement of the Supplier;
c) comply with any current legislation and any standard required by any applicable European and British standards specification or code of practice current at the date of the Contract.
6.1 The Price of the Goods/Services supplied under the Contract will be the price given in the contract. The Price so entered will be binding on both parties during the continuance of the Contract.
7. Method of ordering and payment for goods / services
7.1 The Council will not be liable to pay for Goods/Services unless requisitioned by an Official order or where ordered using an official purchasing card.
7.2 Subject to Clause 16, the Council will make payment direct to the Supplier or his/her lawful attorney or a legal equitable assignee of the Contract but not to any agent of the Supplier, nor to a sub-contractor. Payment may, where the Council deems it appropriate, be made by BACS payment
8.1 The Supplier will send with the Goods a delivery note quoting the relevant Official Order number and setting out particulars of the Goods delivered. The Council will not accept Goods unless they are accompanied by such a prominently displayed delivery note.
8.2 Subject to Clause 8.7, the Supplier will send an invoice once the Goods/Services have been supplied in accordance with the Contract. The invoice will quote the Official Order number and set out details of the Goods/Services supplied. Invoices should be sent to the Invoice Address stated on the Purchase Order or if no invoice address is stated to Leicestershire County Council, PO Box 507, Sale, M33 0DJ.
8.3 The invoice must include the Supplier’s bank details for the payment to be made by BACS and an e-mail address to which the remittance advice may be sent. The Council will make payment by BACS
8.4 The Council will not make payment unless an invoice in the form required under Clause8.2 and 8.3 above has been received.
8.5 All invoices issued under this Clause8 shall show VAT and other taxes separately.
8.6 The Council will pay any undisputed invoice issued under this Clause8 within 30 days of receipt or 30 days from delivery of the Goods or completion of the supply of the Services whichever is later.
8.7 Any requirement on the Supplier to send an invoice to the Council shall not apply in relation to any purchase of Goods or services made using a purchasing card.
9. Ownership and risk
9.1 Ownership of Goods/Services will pass to the Council when they have been delivered or supplied in accordance with the Contract and the Supplier will bear all the risks of loss or damage to the Goods/Services until they have been delivered and will insure accordingly.
10. Royalties and patent rights
10.1 The Supplier will pay all royalties on patented articles, all Value Added Tax, import duty and other taxes.
10.2 All payments and royalties payable in one sum or by instalments or otherwise are deemed to have been included by the Supplier in the prices named in his/her tender or quotation, and will be paid by him/her to those to whom they may be due or payable.
10.3 The Supplier warrants that neither the Goods/Services nor use of them will infringe any patent registered design trademark or copyright or other protected right and will fully indemnify the Council against any action, claim or demand costs or expenses arising from or incurred by reason of any infringement or alleged infringement of any such right.
10.4 In the event of any claim being made or action brought against the Council in respect of any of the matters set out at 10.1, 10.2 or 10.3, the Council agrees to notify the Supplier immediately and the Supplier will be liable for and indemnify the Council against the costs of the conduct of all negotiations for the settlement of the same, or any litigation that may arise there from.
11. Use of information
11.1 The Supplier will keep all matters concerning the Contract confidential.
11.2 Any drawings, specifications, diagrams, computer programmes, tools, materials or any other equipment or information acquired from the Council will only be used for the purpose for which they are supplied and will not be divulged, copied or transmitted to third parties by the Supplier without the prior written consent of the Authorised Officer. Such items remain the property of the Council and will be returned in good condition (fair wear and tear excepted) on completion of the Contract.
12. Ownership of results
12.1 If the Contract involves design and/or development work and/or results in the creation and/or maintenance of a database:
(a) All rights in the results of work arising out of or deriving from the Contract, including inventions, designs, databases, copyright and knowledge will be the property of the Council and the Council will have the sole right to determine whether any letters patent, registered design, trademark or other protection will be sought.
(b) The Supplier will promptly inform the Council of all such results and will if requested and at the Council's expense do all acts and things necessary to enable the Council to obtain letters patent, registered designs and other protection for such results in all territories and to assign the same to the Council.
(c) The Supplier will ensure that all technical information (including computer programs and programming information) arising out of or deriving from the Contract is held in strict confidence except for any such information which becomes public knowledge other than by breach of this Contract.
13. Rejection and replacement
13.1 The Council may by notice in writing to the Supplier reject the Goods if in the opinion of the Authorised Officer, the Goods delivered or Services supplied are not in accordance with the specification in the Contract or are in any way faulty or substandard. The Council will give the Supplier a reasonable opportunity to replace the Goods/Services with Goods/Services which do comply with the Contract and if Goods/Services which are in accordance with Contract are not supplied in that time, the Council will be entitled to cancel the Contract (by giving notice in writing) and to buy the nearest equivalent Goods/Services elsewhere. This right of rejection and cancellation does not affect any other rights that the Council may have under the Contract or general law.
13.2 Should any faults develop within a period of twelve months from the date of delivery of Goods or completion of supply of Services which are in the opinion of the Authorised Officer directly attributable to inferior workmanship or faulty materials the Supplier shall at his/her own expense be required to make good or replace immediately the defective parts or work to the satisfaction of the Authorised Officer.
14. Removal of rejected goods
14.1 Any Goods which are rejected under Condition13 will be removed by and at the expense of the Supplier immediately after receipt of notice of such rejection and if not removed within ten working days after despatch of such notice the Authorised Officer may cause the Goods to be removed, sold, or otherwise disposed of and charge the Supplier with all expenses incurred in such removal, sale or disposal and the Council shall not be liable for any damage or loss thereby sustained by the Supplier and such expenses shall be recoverable by the Council from the Supplier.
15. Indemnity and insurance
15.1 The Supplier undertakes to indemnify the Council from and against any and all actions, costs (including professional costs), claims, demands, liabilities, losses and expenses (whether direct or indirect, present or future, actual or contingent) incurred by or arising against the Council in connection with any of the following:
(a) any failure of the Goods/Services to comply with the Conditions and any Special Conditions set out in the Contract;
(b) any actual or alleged non-compliance of the Goods/Services with any law, regulation, code of practice or regulatory requirement (whether of the United Kingdom or elsewhere) which is applicable to the Goods/Services;
(c) any personal injury to or death of any person or any damage to any property (other than as a result of any default or neglect of the Council or of any person for whom it is responsible) which arises out of the negligent or imperfect or improper performance of the Contract by the Supplier or his/her workmen, servants or agents, or any actual or alleged defect in the Goods/Services supplied;
(d) any claim against the Council by any third party as a result of any breach by the Supplier of the Contract or any obligations implied on the Supplier's part by the Sales of Goods Act 1979, the Supply of Goods and Services Act 1982 or any other stature or statutory provision relevant to the Contract or the Goods/Services supplied under it.
15.2 Before entering into the Contract, the Supplier will take out insurance (with a reputable insurer) and during the continuance of the Contract and for twelve months after it will maintain such insurance against all the liabilities, payments, proceedings, costs, charges, damages, expenses, claims, and demands referred to in the Contract (including public liability insurance of at least £5 million (five million pounds sterling) per claim in relation to a Contract for Services involving works and £2 million (two million pounds sterling) per claim for other Contracts) and will when required produce to the Authorised Officer the policy, or policies of such insurance together with the receipt for the payment of the last premium in respect thereof.
16. Assignment or sub-letting
16.1 The Supplier will not transfer or assign directly or indirectly to any person or persons whatever, the whole or any portion of the Contract without the written permission of the Council. Sub-letting other than that which may be customary in the trade concerned shall be prohibited unless the written consent of the Council is first obtained. The Supplier will be responsible for the observance of all the provisions of the Contract by all sub-contractors and by manufacturers and suppliers of Goods used in the execution of the Contract.
17. Improper inducement or reward
17.1 The Council may cancel the Contract, and recover any resulting loss from the Supplier, if the Supplier or his, her or its employees or agents (with or without his, her or its knowledge), has: (a) offered, given or agreed to give any person any gift or consideration of any kind:
(i) as an inducement or reward for doing or not doing anything in relation to the obtaining or carrying out of the Contract or any other Contract with the Council; or
(ii) for showing or not showing favour or disfavour to any person in relation to the Contract, or any other contract with the Council;
(b) committed any offence under the Prevention of Corruption Acts 1889 to 1916, or given any fee or reward the receipt of which is an offence under Section 117(2) of the Local Government Act 1972.
18. Termination of the contract
18.1 The Council may (without prejudice to any other rights or remedies under the Contract including other rights to terminate the Contract) terminate the Contract immediately (by giving written notice) if the Supplier:
(a) breaches or fails to observe any provision of this Contract, where the Council has given written notice of the breach or non-observance to the Supplier allowing 14 days from receipt of the notice to rectify the breach or non-observance and the breach or non-observance is not rectified (either fully or at all) in that time;
(b) becomes insolvent or bankrupt or if an order is made or a resolution is passed for its winding up or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Supplier's assets or business or if the Supplier makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt;
(c) causes or commits a breach of Clause 17;
(d) the Supplier has committed a fundamental breach of the Contract which in the Council's reasonable opinion justifies immediate termination of the Contract.
18.2 Any termination under either Clause 18.1 or any other Clause of the Contract, will be without prejudice to the rights of the Council in respect of any prior breach by the Supplier of the Contract.
19. Matters beyond a party's control
19.1 If either Party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including (but not limited to) war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the Party so affected) the Party unable to fulfil its obligations shall immediately give notice of this to the Other Party and shall do everything in its power to resume performance.
19.2 Neither Party shall be deemed to be in breach of its obligations under the Contract in the circumstances set out in Clause 19.1, subject to the terms set out in that Clause.
19.3 If and when the period of such incapacity exceeds 28 days, then the Contract shall automatically terminate unless the Parties first agree otherwise in writing.
20. Time of essence
20.1 In these conditions or any addition thereto or variation thereof made in accordance herewith in all cases where a period of time is referred to time shall be deemed to be of the essence.
21. Service of notices
21.1 Any notice to the Supplier shall be deemed to be sufficiently served if given or left in writing at his/her usual or last place of abode or business and proof of postage of any notice of the Supplier at his/her usual or last place of abode or business shall be sufficient evidence of its receipt by him/her.
22. Third parties
22.1 This Contract shall not confer on any third party the right to enforce any term of the Contract.
23. Dispute resolution
23.1 If any dispute or difference whatsoever shall arise between the parties in connection with or arising out of the Contract either party may give the other seven days notice to resolve the dispute or difference through Alternative Dispute Resolution (ADR) in accordance with the mediation procedure of the Centre for Dispute Resolution. If the parties fail to agree terms of settlement of their dispute or difference within 56 days of the receipt of such notice or the party to whom the notice is given refuses to participate in the ADR procedure then the matter may be referred to the Courts of England.
24. Compliance with legislation
24.1 The Supplier shall comply with all legislation and/or international agreements for the time being in force in the European Union and England, which is relevant to the Goods or Services supplied. In particular the Supplier shall have full regard to the requirements of: The Health and Safety at Work etc Act 1974Classification, Packaging and Labelling of Dangerous Substances Regulations 1984
The Consumer Safety Act 1978
The Race Relations Act 1976
Data Protection Act 1998
any regulation or order made under it and any statutory amendment to it and any legal requirements of the European Union and international agreements applicable to the Goods and/or Services.
25.1 The Contract shall be interpreted in accordance with English Law and be subject to the exclusive jurisdiction of the English Courts.
26. Freedom of information
26.1 The Supplier acknowledges that the Council is subject to the requirements of the Freedom Of Information Act 2000 and the Environmental Information Regulations and shall assist and co-operate with the Council (at the Supplier’s expense) to enable the Council to comply with these Information disclosure requirements.
27.1 The failure of the Council to insist upon strict performance of any provision of the Contract or the failure of the Council to exercise any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by this Contract.
27.2 A waiver of any right or remedy arising from a breach of Contract shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract.
28. Scope of contract
28.1 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.