Bridgend County Borough Council,Civic Offices, Angel Street, Bridgend, CF31 4WB

Tel: 01656 643643
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18001 01656 643643
Fax: 01656 668126
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Standard conditions of order placement

1.0 Definitions

1.1 The Council means Bridgend County Borough Council, any successor Authority and anybody to which all or part of its functions may be lawfully transferred.

1.2 Conditions means the term and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Council

1.3 Delivery date means the date specified by the Council when the goods are to be delivered

1.4 Goods means the articles which the Council agrees to buy from the Seller.

1.5 Price means the price for the goods set out overleaf excluding carriage packing insurance and VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

1.6 Seller means the person whose name and address appears in the box marked “Supplier” overleaf.

2.0 Conditions of purchase

2.1 The conditions shall apply to all contracts for the purchase of goods by the Council from the Seller to the exclusion of all other terms and conditions including any terms or conditions which the Seller may purport to apply under any sales offer, purchase order, confirmation of order or similar document.

2.2 Despatch or delivery of the goods by the Seller to the Council shall be deemed conclusive evidence of the Seller’s acceptance of these conditions.

2.3 Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Council.

3.0 Express conditions

3.1 The Seller shall ensure that all the goods shall be manufactured stored tested and packed in accordance with the appropriate specification, whether a European Standard implementing a British Standard, a British Standard implementing an International Standard or another British Standard applicable to them and that all the goods are of merchantable quality and fit for the purposes for which the Council intends to use such goods.

3.2 The Seller shall comply with the specification and all applicable International, European or British Standards (whichever is appropriate) and legal requirements concerning the design manufacture processing storage and testing of the goods.

3.3 The Seller shall permit the Council to inspect and test the goods during their manufacture and processing.

3.4 If the Council is not reasonably satisfied that the goods or their manufacture or processing comply in all material respects with the Contract, the Seller without extra cost to the Council shall take all steps necessary to ensure due compliance.

3.5 The goods shall be marked in accordance with the Council’s instructions and all lawful requirements and properly packed and secured for delivery to the Council in an undamaged condition.

4.0 Representations

All representations statements or warranties made or given by the Seller, its servants and agents (whether orally in writing or in any of the Seller’s brochures catalogues and advertisements) regarding the quality and fitness for the purpose of the goods or any of the goods shall be deemed to be express conditions of the Contract for Sale.

5.0 Delivery of the goods

5.1 The delivery date is of the essence of this Contract.

5.2 If the Seller fails to deliver all of the goods in accordance with the Contract on the delivery date, then without prejudice to the Council’s rights for the breach of Contract:

5.2.1 The Council may terminate the Contract. In this event without prejudice to the Council’s other remedies the Seller shall promptly collect any goods which have been delivered.

5.2.2 Where delivery of a quantity of the goods which correspond to the Contract which is less than the agreed quantity has been tendered and the Council has not exercised its rights of termination under clause 5.2.1, the Council may accept the goods which correspond to the Contract and recover for the Seller’s breach in respect of the failure to deliver the remainder of the goods.

5.2.3 The Council may require the Seller promptly to deliver sufficient goods which correspond to the Contract to comply with the quantity required.

The Council may exercise these rights by written notice to the Seller.

5.3 The Council shall not be deemed to have accepted any part of the goods until after the Council has actually inspected the goods and ascertained that they are in accordance with the Contract. The Council may reject goods which are not in accordance with the Contract until a reasonable time after such inspection.

5.4 The Council may by Notice to the Seller prior to acceptance reject any goods which are not in accordance with the Contract. The Council may set off against any payment due to the Seller (whether under this Contract or otherwise) the price of such goods. Unless within a reasonable time of receipt of Notice of Rejection the Seller collects such goods, the Council may dispose of them as the Council shall think fit (provided that if the Council sells such goods the Council shall account to the seller for the net proceeds of such sale).

6.0 Obligation on seller to repair or make replacement of defective goods

6.1 Without prejudice to the other rights of the Council for breach by the Seller where any of the goods supplied to the Council are not in accordance with the Contract the Seller shall at the option of the Council forthwith upon notice being given either repair or replace such goods. If it is necessary to open up or dismantle any other works or assemblies to permit such repair or replacement then the Seller shall bear the cost of such opening up or dismantling and of reassembly and making good after repairs, replacements and testing of such goods have been completed to the Council’s reasonable satisfaction.

7.0 Indemnity

If the Seller the Seller’s Agents or Sub-Contractors are on site for the purposes of this contract then notwithstanding the provisions of Clause 6 they will indemnify the Council against direct damage or injury to its property or to any person occurring while they are working on site to the extent caused by their negligence their sub-contractors or agents, but not otherwise, by making good such damage to the property or compensating personal injury.

8.0 Reservation of Council’s Right to Purchase Goods

Subject to any special terms and conditions agreed by the Council, the existence of this contract will not prevent the Council purchasing goods of a type which are the subject of the contract from any other source.

9.0 Disclosure of Confidential Information

Any information that the Council has identified to the Seller as being confidential, will not be disclosed by the Seller to a third party, unless such disclosure is required by law, or the consent of the Council has been obtained. The Council reserves the right to disclose any information at its absolute discretion that the Council deems necessary to disclose to comply with any legal obligation, and without prejudice to the generality of this clause any information that it believes is necessary to disclose to comply with the Freedom of Information Act 2000, Environmental Information Regulations 2004 and the Data Protection Act 1998.

10.0 Jurisdiction and Arbitration Clause

10.1 This Contract is subject to the Law of England and Wales.

10.2 If any dispute or difference shall arise between the parties as to the meaning of this Contract or any matter or thing arising out of or connected with this Contract then it shall be referred to the determination of an Arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur such appointment) by the President for the time being of the Chartered Institute of Arbitrators.

11.0 Prohibition of Assignment

The Seller shall not assign sub-contract licence or otherwise dispose of any part of its rights or obligations under this Contract without the prior written consent of the Council.

12.0 Force Majeure

Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either part.

13.0 Corrupt Gifts and Payment of Commission

13.1 The Seller shall not:

(a) Offer or give or agree to give to any person any gift or consideration of any kind as an inducement or reward for doing or forebearing to do or for having done or foreborne to do any act in relation to the obtaining or execution of this or any other Contract for the Council or for showing of forebearing to show favour or disfavour to any person in relation to this or any other Contract for the Council:

(b) Enter into this or any other Contract with the Council in connection with which commission has been paid or agreed to be paid by him or on his behalf or to his knowledge, unless before the Contract is made particulars of any such commission and of the terms and conditions of any agreement for the payment thereof had been disclosed in writing to the representative of the Council.

Any breach of this condition by the Seller or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the Seller) or the commission of any offence by the contractor or by anyone employed by him or acting on his behalf under the Prevention of Corruption Acts 1889 to 1916 in relation to this or any other contract for the Council shall entitle the Council to determine the Contract and recover from the Seller the amount of any loss resulting from such determination and/or to recover from the Seller the amount or value of any such gift, consideration or commission.

13.2 The Council shall not be liable for any loss or damage whatever arising from such cancellation.

Last Updated: 28/02/2014
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