Purchase order terms and conditions

Conditions of purchase

Definitions
“Buyer” means the University of Hertfordshire Higher Education Corporation or a subsidiary company within the University of Hertfordshire Group of Companies;
“Conditions” means these terms and conditions of purchase;
“Confidential Information” means all information (written or oral) not in the public domain concerning the business and affairs of the Buyer (or any company within the University of Hertfordshire Group of Companies), which is obtained by the Supplier in connection with the Contract;
“Contract” means the Order and these Conditions and any other document identified as forming part of the Contract;
“Data Protection Legislation” means either (a) data protection legislation in force in England as at the date of the Contract including the Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) in addition to any other applicable laws in England relating to the processing of personal data and privacy, any national implementing laws, regulations and secondary legislation and any successor legislation and any guidance and/or codes of practice issued by the ICO or relevant government department in relation to such legislation, each as amended or updated from time to time, or (b) such legislation as shall be enacted to replace the Data Protection Legislation in England as a result of the UK’s exit from the EU and any guidance and/or codes of practice issued by the ICO or relevant government department in relation to such legislation and the Buyer’s data protection policies and regulations as published from time to time (publicly available on the Buyer’s website;
“Goods”, “Services” and/or “Works” means the goods, services and/or works described in the Contract;
“Intellectual Property Rights” mean all 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, rights in designs, rights in computer software, database rights, topography rights, rights to use, and protect the confidentiality of, confidential information, (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Loss” means any loss, costs, damages or expenses howsoever arising;
“Order” means the purchase order that forms part of the Contract;
“Price” means the price stated in the Contract;
“Supplier” means the person, firm or company to which the Order is addressed; and
“Supplies” means the Goods, Services and/or Works.
Acceptance
1. The Buyer shall not be liable for any Order unless it is issued or confirmed on the Buyer’s official order form.
Price, Invoices and Terms of Payment
1. The Price is fixed and comprehensive. Unless otherwise agreed, there are no additional charges, including, without limitation, for design, storage, packing, insurance, delivery to the delivery address, duty, taxes, carriage, installation and commissioning. VAT is payable in addition.
2. Invoices shall quote the relevant Order number; the date, number, and value of the invoice; full typed bank account details; and a description of the Supplies being provided.
3. Invoices shall be submitted to accountspayable@herts.ac.uk and made out to the Buyer (as shown on the Order).
4. Any invoice which omits the details set out in clauses 3.2 to 3.3 shall be returned to the Supplier for correction before any payment is made.
5. Net payment of invoices which comply with this clause 3 shall be made 28 days from the date of the invoice, unless otherwise specified on the front of the Order.
6. The Buyer shall, where required to do so by virtue of IR35 (intermediaries legislation), deduct applicable tax and National Insurance contributions from such prices prior to payment to the Contractor.
Delivery, Inspection and Passing of Property
1. Goods shall be properly packed and despatched to arrive in good condition. Unless otherwise agreed in writing by the Buyer, any time or period given for delivery shall be of the essence. The opening hours of Goods Inward are 08.30 to 16.00 hrs Monday to Thursday; 08.30 to 15:00 hrs on Friday. Deliveries at weekends are statutory holidays will not be accepted. The Supplier shall bear all risks of Loss to Goods until delivery and insure accordingly.
2. Where access to the Buyer’s premises is required, the Supplier shall comply with the Buyer’s reasonable requirements. Access shall be at the Supplier’s risk. At the completion of the provision of the Supplies, the Supplier shall leave the Buyer’s premises in a clean condition, ready for occupation, having reported to the Buyer and repaired any damage.
3. The Supplies shall conform in every respect with: (a) the provisions of the Contract (including, without limitation, any standards of performance specified in the Contract); (b) the requirements of any relevant UK or EU statute, order, regulation, directive, standard, code of practice or bye-law or international agreement from time to time in force which is relevant to the Supplies; (c) any recommendation or representation that the Supplier has made to the Buyer; and (d) professional standards which might reasonably be expected. Goods shall (a) unless otherwise agreed be fit for any purpose made known to the Supplier expressly or by implication and in this respect the Buyer relies on the Supplier’s skill and judgment; (b) be new (unless otherwise specified in the Contract), of sound materials and made with skilled and careful workmanship; (c) correspond to their description and any samples, patterns, drawings, plans and specifications referred to in the Contract; and (d) be of satisfactory quality.
4. All Supplies shall be received subject to the Buyer’s right of inspection. If such Supplies or any parts of such Supplies are found by the Buyer (in its absolute discretion) to be defective in material or workmanship or do not otherwise accord with the Buyer’s Order, the Buyer shall have the right to reject and return such Supplies at the Supplier’s expense and no replacement or substitution shall be made without the Buyer’s authorisation. All payments shall be made without prejudice to the Buyer’s rights should goods prove to be unsatisfactory or not in accordance with the Buyer’s Order. In the case of late Works or Services, the Buyer may have them performed by alternative means and charge the Supplier for any additional cost. The Supplier shall collect all rejected Goods within a reasonable time of rejection or the Buyer shall return them to the Supplier
5. The property in any Goods shall pass to the Buyer on payment of the invoice or as otherwise agreed by the parties, without prejudice to any right which may accrue to the Buyer or may have accrued to the Buyer under these Conditions or otherwise. Goods shall remain at the risk of the Supplier until they have been delivered into the possession of the Buyer or its nominee.
Progress of Services and Health & Safety
1. The Supplier shall provide any programmes of work, manufacture and delivery that the Buyer may reasonably require. The Supplier shall notify the Buyer immediately if its progress falls behind or may fall behind any of these programmes.
2. The Buyer shall have the right to check progress of Services and/or Works and that of any sub-contractor at all reasonable times. Any inspection or approval shall not relieve the Supplier from its obligations under the Contract.
3. The Supplier must notify the Buyer and obtain its consent to any extension of time. ;Unless otherwise agreed, time shall be of the essence.
4. The Supplier shall (a) have full regard to safety of persons and comply with the Health and Safety at Work Act 1974 and its subordinate regulatory framework, and of any other Acts pertaining to the health and safety of persons and where supplying food observe all requirements (statutory or otherwise) in relation to food safety; (b) conduct all necessary tests prior to delivery to ensure that the Supplies will be safe and without risk to the health and safety of any persons; (c) provide adequate safety information data sheets and content identification, particularly of hazardous materials; and (d) where appropriate, throughout the progress of any Works, keep the site in an orderly state and provide and maintain all lights, guards, fencing and convenience of the public and others.
Variation and Alteration
1. These Conditions shall have precedence over any terms and conditions appearing on any acceptance form, delivery form or other documents or letters emanating from the Supplier, and such conditions shall have no effect whatsoever except in so far as they confirm the terms of the Order.
2. Neither the Buyer nor the Supplier shall be bound by any variation or addition to these Conditions except as agreed by both parties in writing.
3. The Buyer may at any time by notice in writing alter the drawings, designs or specifications applicable to the Supplies. If such alterations affect the Price, written notice to that effect shall be given to the Buyer immediately and the Price may be altered accordingly. Any alteration shall then be confirmed in writing by the Buyer.
Cancellation
1. The Buyer may cancel the Contract at any time by sending the Supplier a written notice of termination.
2. The Supplier shall indemnify the Buyer in full against any Loss arising from (a) failure of the Supplier to deliver or delay by the Supplier in delivering the Supplies by the agreed date; and/or (b) failure of the Supplier to comply with the Buyer’s Order for the Supplies. In the case of Goods not delivered on time or damaged, then the Buyer may by written notice do any of the following: cancel any undelivered balance of Goods; return for full credit and at the Supplier’s expense any Goods that in the Buyer’s opinion cannot be used; and/or require the Supplier as quickly as possible to repair or replace the Goods.
3. The Buyer shall not be liable for any Loss (including loss of profits or any indirect or consequential loss) arising from the Buyer’s cancellation of the Contract.
Liability and Insurance
1. Subject to clause 8.2, neither party shall be liable for any Loss of an indirect or consequential nature including, without limitation, any loss of profit, revenue or anticipated savings. In respect of all other Losses, the Buyer’s liability shall be limited to the Price.
2. Nothing in this Contract shall exclude or limit liability for death or personal injury caused by negligence, bribery, fraud or fraudulent misrepresentation. The Supplier agrees that it shall be liable for any damage or injury caused to any person or property, including the Buyer’s offices, staff, officers, employees, students, agents or property that occurs as a result of the default or negligence of the Supplier, its staff, employees, officers or agents in connection with the performance of any Works or Services, and the Supplier shall indemnify the Buyer against all and any liability arising from such Works or Services.
3. The Supplier shall maintain satisfactory insurance to cover the risks contemplated by the Contract; and where the Supplies include a supply of professional or intellectually-based services the Supplier shall maintain appropriate professional indemnity insurance during the Contract period and for 6 years afterwards. Satisfactory evidence of such insurance and payment of current premiums shall be shown to the Buyer upon request.
Intellectual Property and Data Protection
1. All Intellectual Property Rights in anything the Buyer makes available to the Supplier or which the Supplier obtains from the Buyer in connection with the Contract shall remain vested solely in the Buyer, shall be kept confidential and surrendered to the Buyer upon demand in good and serviceable condition and shall be used solely for the purpose of completing the Contract. All such items shall be at the Supplier’s risk and insured by the Supplier. The Supplier agrees that no copy shall be made or item removed from the Buyer’s premises without the consent of the Buyer.
2. The Supplier shall not use the name, any adaptation of the name, any logo, trademark or other device of the “University of Hertfordshire” (including, without limitation, in any advertising, promotional or sales materials) without prior written consent of the Buyer in each case.
3. The Supplier shall maintain procedures to ensure the security of any data accessed in providing or performing the Supplies and, where applicable, shall process data only as instructed and comply with (and not render the Buyer non-compliant with) the Data Protection Legislation.
4. Where the Buyer so requires, the Supplier hereby assigns to the Buyer all existing and future Intellectual Property Rights in any Supplies. In such event, the Supplier shall be entitled to use any generic knowledge, skills and expertise which may have general application for other clients.
5. Where the Supplier retains the Intellectual Property Rights, the Supplier hereby grants the Buyer an irrevocable, non-exclusive, royalty-free licence to use all aspects of the Supplies for all purposes.
6. The Supplier warrants that the Supplies will not infringe the Intellectual Property Rights of any third party.
7. The Supplier agrees to defend at its own expense any actions or other proceedings which may be brought against the Buyer, its successors or assigns, or against any person, firm or company selling or using any items supplied by the Supplier to the Buyer under the Order or arising from the sale of or use of any items supplied hereunder in respect of the alleged infringement of any Intellectual Property Rights by reason of the sale or use of the items supplied hereunder, either alone or in connection with or in the manufacture by or on behalf of the Buyer or any product of the Buyer. The Supplier agrees that in any such action or proceedings it will satisfy any judgment or other award made in respect of such infringement.
8. The Supplier shall indemnify the Buyer in full against any Loss, including legal fees, which may be incurred by the Buyer as a result of (a) a breach of clause 9.3; (b) a breach of clause 9.6; or (c) any action or proceedings arising under clause 9.7.
Confidentiality and Freedom of Information
1. The Supplier hereby undertakes to keep all Confidential Information confidential, except where consent to disclosure has been given by the Buyer or to the extent that disclosure is required by law by any government, governmental department, agency, court or tribunal; and sub-contractors shall comply with this clause as if they were parties to the Contract.
2. The Supplier acknowledges that the Buyer is subject to the requirements of the Freedom of Information Act 2000 (as amended from time to time) (“FOIA”) and agrees it shall cooperate and provide all necessary assistance as reasonably requested by the Buyer (at its expense) to enable the Buyer to comply with its obligations under the FOIA, including but not limited to, providing the Buyer within 7 days of request with such information in its possession or power as may be reasonably requested in order for the Buyer to comply with its obligations under the FOIA.
Termination
1. A party shall be entitled at any time to terminate the Contract immediately by giving notice in writing if: (a) the other party has been in material default or breach of any one or more of its obligations under the Contract and has not within 30 days’ notice of such default or breach rectified such default or breach to the innocent party’s reasonable satisfaction; or (b) the other party ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for its winding up or for the appointment of an administrator, receiver, liquidator or manager. The Buyer may give any administrator, receiver, liquidator or other person dealing with the Supplier’s business the option of carrying on with the Order subject to such person providing a guarantee for the due and faithful execution of the Order up to an amount to be agreed,
2. Termination shall not affect the accrued rights of either party
3. Conditions 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive termination or expiry of the Contract.
Assignment and Sub-Contracting
1. The Supplier shall not assign the Contract without the Buyer’s written consent.
2. Subject to clause 12.3, the Supplier shall not sub-contract any part of the Contract without the Buyer’s written consent.
3. The restriction on sub-contracting in clause 12.2 shall not apply to sub-contracts for materials or for minor details or for any aspect where the sub-contractor is named in the Contract. The Supplier shall be liable for all works, goods and services supplied by all sub-contractors.
Anti-Bribery, Anti-Corruption and Anti-Tax Evasion
1. The Supplier must at all times: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 and the Criminal Finances Act 2017; (b) comply with the Buyer’s anti-bribery and anti-corruption policies as published from time to time (current versions of which are available from http://sitem.herts.ac.uk/secreg/upr/GV12.htm); (c) commit to the prevention of any form of tax evasion in any areas of its business in line with the Buyer’s statement regarding the Criminal Finances Act 2017 (available at: https://www.herts.ac.uk/about-us/legal/criminal-finances-act-2017); and (d) promptly report to UH any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with this Contract.
2. The Buyer may terminate the Contract immediately if it believes the Supplier to be in breach of clause 13.1.
Anti-Slavery and Anti-Human Trafficking
1. The Supplier acknowledges and agrees that the Buyer must satisfy the requirements of the Modern Slavery Act 2015 to ensure that it stops or prevents actual or potential slavery and human trafficking within the Buyer’s own operations and through its supply chains. To support the Buyer’s legal obligation, the Supplier shall: (a) ensure that slavery and human trafficking is not taking place in any part of its business or in any part of its supply chains; (b) implement appropriate due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its and/or their supply chains; (c) ensure that it and each of its suppliers and subcontractors shall comply with the Buyer’s policies and regulations regarding slavery and human trafficking (see: https://www.herts.ac.uk/__data/assets/pdf_file/0005/158333/modern-slavery-statement.pdf); (d) respond promptly to all slavery and human trafficking due diligence questionnaires issued by the Buyer from time to time and ensure that its responses to such questionnaires are complete and accurate; (d) notify the Buyer as soon as it becomes aware of any actual or suspected slavery or human trafficking in any part of its business or in a supply chain which has a connection with this Contract; and (e) if any breach by the Supplier (or by anyone employed by it or acting on its behalf) of any part of this clause is suspected or known, immediately notify the Buyer and respond promptly to the Buyer’s enquiries and co-operate with any investigation.
2. In complying with clauses 14.1 above, the Supplier shall take appropriate account of any guidance or codes of practice issued by the relevant UK government department concerning the Modern Slavery Act 2015.
3. The Buyer may terminate this Contract by written notice with immediate effect if the Supplier or any member of the supply chain for the Supplier which has a connection with this Contract (whether or not acting with the Supplier’s knowledge) breaches clause 14.1.
4. If the Buyer agrees that the Supplier may subcontract its obligations under this Contract, the Supplier shall implement an appropriate system of due diligence, audit, and training designed to ensure the subcontractor’s compliance with the Modern Slavery Act and UH’s policies and regulations regarding slavery and human trafficking.
Notices
1. Any notice to be given by a party under or in connection with the Contract shall be in writing and shall be delivered by hand or sent by special delivery (or other signed for) first class post to the address of the other party set out in the Order, or such other address notified in accordance with the Contract. Any such notice shall be deemed to have been served: if delivered by hand - at the time of delivery; if sent by post - at 9.00am on the second Working Day after posting.
General
1. In this Contract, "CTSA" means the Counter Terrorism and Security Act 2015 and any subordinate legislation made under that Act from time to time. The Supplier acknowledges that the Buyer is at the date of the Contract a Specified Authority under section 26 of the CTSA. At all times during the term of this Contract, the Supplier agrees to support the Buyer in fulfilling its duties under the CTSA and shall on request provide the Buyer with all assistance and information as the Buyer may reasonably request to enable it to comply with its obligations under the CTSA.
2. The failure or delay of a party to exercise or enforce any right under this Contract shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
3. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Contract.
4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and nothing in this Contract shall confer or purport to confer on or operate to give any third party any benefit or any right to enforce any term of this Contract except as expressly provided in this Contract.
5. If any provision of this Contract shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Contract and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Contract which will remain in full force and effect.
6. Nothing in this Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
7. Nothing in this Contract shall prejudice any conditions or warranty (express or implied), representation, right or remedy to which the Buyer is entitled in relation to the Supplies ordered by virtue of statute or common law.
8. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party hereby irrevocably agrees that the English Courts will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
9. Any dispute whatsoever which arises or occurs between the parties in relation to anything or any matter arising under, out of or in connection with this Contract or these Conditions (including non-contractual disputes or claims) may be referred for arbitration pursuant to LCIA Rules.