Erewash Borough Council Terms and Conditions of Purchase/Contract
1. Applicability of Conditions
1.1. Unless otherwise stated on the Purchase Order these conditions shall for the basis of the contract between the Council and the Supplier. These conditions shall apply notwithstanding anything to the contrary contained in any standard terms of the Supplier or any document issued or sent by the Supplier. These conditions shall be subject to such special conditions as may be specified in writing by the Council and in the event of any inconsistency between these conditions and any such special conditions the latter shall prevail.
1.2. Despatch or delivery of the Goods by the Supplier to the Council or commencement of the performance by the Supplier of the Service shall be deemed conclusive evidence of the Supplier’s acceptance of these conditions as varied by any special conditions.
2. Price and Payment
2.1. The price shall be as specified on the Purchase Order. If a price is not specified on the Purchase Order the price shall be determined in a manner set out on the front of this Order. The Price is exclusive of VAT which shall be payable by the Council at the rate prevailing at the date of this Order.
2.2. Payment of the price and VAT shall be made by the Council within 30 days of receipt by the Council of a valid invoice.
2.3. The Council may set off against any sums due to the Supplier whether in respect of this Order or otherwise any lawful set off or counterclaim to which the Council may at any time be entitled.
3. The Goods or Service
3.1. The quantity and description of the Goods and the nature and extent of the Services shall be as set out on the Purchase Order.
4. Standards and Quality of Goods and Service
4.1. The Supplier warrants that all Goods are of satisfactory quality and fit for purpose, comply with all applicable published standards and meet all applicable health and safety requirements.
4.2. The Services shall be performed with reasonable care and skill by means of suitably qualified, trained, skilled, experienced and equipped personnel and the Supplier shall comply with all applicable requirements of health and safety legislation.
4.3. Where the Services cover work at any Council premises the Supplier shall give reasonable notice to the Head or Manager of the establishment prior to commencing work and comply with any requirements of the Head or Manager in respect of minimising disruption to the establishment and ensuring the health and safety of persons using it.
5. Delivery of Goods and Performance of Service
5.1. The Supplier shall, in accordance with such requirements as the Council shall specify, deliver the Goods to and unload the goods at the address on the front of this Order no later than the specified Delivery Date.
5.2. All Goods must be properly packed and be clearly and legibly labelled and addressed. The Supplier upon receiving notice to that effect, from the Council shall repair or replace free of charge Goods damaged or lost in transit and delivery shall not be deemed to have taken place until replacement or repaired Goods have been delivered by the Supplier to the Council.
5.3. Unless otherwise agreed in writing by the Council the Price includes all delivery charges and costs.
5.4. The Supplier shall complete the performance of the Service no later than the Delivery Date on the Purchase Order.
5.5. The Council shall not be deemed to have accepted any part of the Goods until after it has actually inspected the Goods. The Council may reject Goods which are not in accordance with this Order.
6. Cancellation and Termination
6.1. The Council may cancel this Order at any time before the Goods are delivered on the giving of written notice. The Supplier shall promptly repay to the Council any sums paid in respect of the Price and the Council shall not be liable for any loss or damage whatsoever arising from such cancellations.
6.2. The Council may terminate any contract for Services to which this Order relates on the giving of reasonable notice. The Council shall pay for work carried out prior to the date of termination but shall otherwise not be liable for any loss or damage whatsoever arising from such termination.
7. Indemnity and Insurance
7.1. The Supplier shall indemnify the Council against all actions, claims, demands and proceedings (and all liability damages, costs, charges and expenses incurred in connection therewith) in respect of personal injury or loss of or damages to property caused by the Goods or arising out of the delivery of the Goods or the performance of the Services except to the extent that such injury or loss or damage is caused by the negligence of the Council, its Officers or agents.
7.2. Unless otherwise specified on the Purchase Order, to the extent that the Services comprise the provision of professional or other advice or consultancy the Supplier shall then maintain professional indemnity insurance with a minimum indemnity of £5,000,000.
8. Ombudsman’s Investigations
8.1. If either the Council’s internal or external auditors or if the Commissioner for Local Administration (the Ombudsman) shall wish to investigate the Contract, then the Supplier shall provide such information , access and co-operation as those persons may require.
9. Fraud and Corruption
9.1. The Council shall be entitled to cancel this or any other Order, if the Supplier is deemed to have offered or given to any person any gift or consideration as an inducement for being chosen as recipient of the Order, in accordance with the Local Government Act 1972, Section 117(2) or any re-enactment thereof.
9.2. The Supplier shall inform the Council’s Internal Audit Manager of any improper conduct by any of the Council’s employees relating to the Contract or any other agreement.
9.3. The Supplier shall ensure that its employees and agents are made aware of the Council’s Confidential Reporting Policy.
10.1. The contract to which these conditions relate is not intended to confer any right on any third party.
10.2. Notices shall be in writing and shall be sent by first-class pre-paid ordinary post to the address specified on the front of this Order and shall be deemed delivered 2 days after posting unless otherwise specified.
10.3. No delays or forbearance by the Council in enforcing any right under these conditions shall operate as a waiver of that right or any other rights.
10.4. To the extent that any provision of these conditions is held by any court or tribunal of competent jurisdiction to be illegal or enforceable the same shall be served and the rest of these conditions shall remain in enforceable.
10.5. The contract to which this Order relates shall be governed by and interpreted in accordance with English law.