This order constitutes the offer of The University of Leeds ('the Buyer') to the recipient of this offer ('the Seller') to purchase the goods and/or services the subject of this order ('the goods') and becomes a binding contract on these conditions when within 28 days of receipt of such order by the Seller it is accepted by the Seller by notice in writing to the Buyer or the Seller's commencement of performance hereof.
2. Conditions paramount
4. Seller's undertaking
In performing this contract, the Seller, as a person supplying goods in the course of its business, shall exercise proper skill and judgement so as to ensure that the goods are fit for the purposes of the Buyer, the Buyer relying upon this provision.
The Seller shall satisfy itself that the Seller understands the Buyer's requirements so as to enable him to comply herewith and avoid delay on account of modifications required to meet the Buyer's needs.
The cost of any modification shall be deemed to be included in the price.
The Seller expressly undertakes and warrants to the Buyer that all goods and items of equipment (including where applicable the workmanship thereof) which are the subject of this order:
(a) are of the quality, quantity, size, description and dimensions specified
(b) are free from all defects, including latent defects
(c) will correspond with any samples provided by the Seller which have been approved by the Buyer
(d) are capable of any standard of performance specified in the order and
(e) where applicable comply with and meet the standard specifications whether as to health and safety or otherwise laid down by any relevant statutory or regulatory body whose province is to monitor or control the performance of such goods.
The Seller shall if and whenever requested by the Buyer produce evidence satisfactory to the Buyer of compliance with such requirements.
This warranty shall remain in full force and effect notwithstanding delivery, acceptance or payment by the Buyer.
The Seller expressly undertakes and warrants to the Buyer that the goods have been designed, tested and constructed so as to be safe and without risk to health and comply with all requirements under the Health and Safety at Work Act 1974 (or any statutory amendment or re-enactment thereof for the time being in force) and that all necessary information and instructions for the safe and proper use of the goods will be supplied prior to delivery of the goods.
The Seller shall fully indemnify the Buyer against and hold the Buyer harmless from any loss, damage, costs or expenses whatsoever that the Buyer may suffer or incur by reason or as a result of:
(a) any breach by the Seller of any of these undertakings contained in this Clause 4
(b) any claim, lien or charge which may be asserted against the goods, and
(c) all legal costs or expenses incurred by the Buyer in pursuing the Seller in respect of any of the provisions contained in this Clause 4.
5. Indemnity and insurance
The Buyer reserves the right to reject all or any part of the goods which the Buyer considers do not conform with Condition 4 or to the order and/or specifications submitted by the Buyer to the Seller and to return such rejected goods to the Seller at the Seller's risk and expense. Without prejudice to any other remedy the Buyer may at its option have the rejected goods replaced at the purchase price stated in the order.
The price quoted shall not be subject to change without the prior written consent of the Buyer and shall include where applicable VAT as a separate charge and such packing costs as are acceptable to the Buyer's needs and the cost of delivery.
8. Invoices and payment
Invoices shall state a valid purchase order number and relate to one order only and be sent to the address notified to the Seller. Subject to the Services being delivered to the Buyers satisfaction payment shall be due 30 days from the date on which the invoice is received, provided that the invoice is valid and undisputed. The Seller shall ensure their sub-contractors are also paid on 30 day terms.
No substitutes for the materials or parts specified by the Buyer shall be used without the Buyer's consent.
10. Packing and delivery
Prior to despatch the goods shall be properly packed and secured in a manner so as to reach their correct destination in good condition under normal conditions of transport. The Seller shall bear the risk of any loss or damage to or deterioration of the goods from whatever cause arising during the transport of the goods.
Each delivery must be accompanied by details of the exact quantity and description of the goods and shall be delivered to the address notified to the Seller by the Buyer on the purchase order. Time shall be of the essence of the contract and shall start to run from the date of acceptance by the Seller of the order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the goods which ever may be the later and late delivery of all or any part of the order shall entitle the Buyer to terminate the order and reject such late delivery. Delivery in instalments shall be permitted only with the prior consent of the Buyer.
11. Passing of risk and property
Until delivered and accepted by the Buyer the goods shall remain at the risk of the Seller who shall insure the same against all risks which can be reasonably contemplated. It shall be the Seller's responsibility to unload its vehicles and deliver the goods into the Buyer's premises. Subject to the Buyer's right of rejection, the property in the goods shall pass to the Buyer upon delivery.
The Seller may not assign or transfer or sub-contract this order or any rights or obligations under it whether by operation of law or otherwise without the prior written consent of the Buyer.
If the Seller fails to make deliveries as hereby provided or commits any breach of these conditions or of any other undertaking to the Buyer (express or implied) or (being a body corporate) has a Receiver appointed or passes a resolution for winding up (other than for the purposes of amalgamation or reconstruction) or a Court makes an order to that effect, or (being an individual) has a Receiving Order made against him or enters into any composition or arrangement with his creditors, the Buyer may, without prejudice to its other rights and remedies determine the contract in respect of all or any part of the undelivered part of this order and in respect of any other goods already delivered under the order which cannot be effectively and commercially used by reason of the Seller's failure entirely to perform the contract or give any such receiver or liquidator or other person the option of carrying out the contract without any liability by the Buyer to the Seller.
Without prejudice to any other remedy which the Buyer may have for breach of contract, if within the period after delivery named in the order or if no period is named within one year after delivery the Buyer gives notice in writing to the Seller of any defect in the goods which shall arise under proper use from faulty design materials or workmanship then the Seller shall with all possible speed replace or repair the goods so as to remedy the defects without cost to the Buyer.
15. Suspension and force majeure
16. Industrial property rights
The Seller warrants that the supply by the Seller and use by the Buyer of the goods specified in this order does not and will not infringe the industrial property rights of every kind of any third party, save insofar as the goods supplied or the manufacture thereof are in accordance with any special requirement specified by the Buyer. The Seller undertakes fully to indemnify the Buyer against all claims and demands of every nature arising from any infringement of such rights. Patent rights to all improvements embodied in designs tools patterns drawings and equipment supplied by the Buyer under this order are reserved by the Buyer.
17. Laws, regulations and by-laws
The Seller shall not unlawfully discriminate (directly or indirectly) within the meaning and scope of any law, enactment, order or regulation relating to discrimination in the provision of services to the public or in employment (whether in race, gender, religion, disability, sexual orientation, age or otherwise) or any statutory modification or re-enactment thereof.
The Seller shall to the extent relevant to delivery of the Services comply with the Buyers equal opportunities policies.
The Seller shall take all necessary steps to secure the observance of these provisions by all its servants, employees or agents and all sub-contractors employed in the execution of the Contract and promptly provide such information as the Buyer may reasonably require.
The Seller shall notify the Buyer immediately in writing as soon as it becomes aware of any investigation or proceedings brought against the Seller under the relevant legislation.
The Seller shall co-operate with any investigation by the Buyer or a body empowered to carry out such investigations in relation to alleged or suspected discrimination.
If an investigation is commenced against the Seller or the Buyer, the Seller shall attend and permit its employees to attend any meetings as required; allow access to and investigation of any documents or data deemed to be relevant to the investigation; and allow itself and any of its employees to appear as witnesses in any proceedings.
19. Corrupt gifts
In compliance with the Bribery Act 2010 the Seller shall not give, provide, or offer any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition, the Buyer shall, without prejudice to any other rights it may possess, be at liberty forthwith to terminate the Contract and to recover from the Seller any loss or damage consequent upon such termination.
20. Modern slavery
In accordance with the Modern Slavery Act 2015, the Buyer is committed to ensuring that there is no slavery or human trafficking in its supply chains or in any part of its business. The Seller warrants that it has thoroughly investigated its labour practices and those of all its suppliers to ensure that there is no slavery or forced labour used anywhere in its organisation or by any suppliers within its supply chains. The Seller shall ensure that it complies with the requirements of the Modern Slavery Act 2015 and will provide evidence of compliance at the request of the Buyer.
21. Freedom of information
The Buyer is a Public Authority within the meaning of the Freedom of Information Act 2000. Information received from the seller may be made available on demand in accordance with Freedom of Information Act 2000.
22. Data Protection
The Parties acknowledge their respective duties under Data Protection Legislation and shall give each other all reasonable assistance as appropriate or necessary to enable each other to comply with those duties.
Where the Supplier is Processing Personal Data under or in connection with this Agreement, the Supplier must, in particular, but without limitation:
- only Process such Personal Data as is necessary to perform its obligations under this Agreement, and only in accordance with any instructions given by the University under this Agreement;
- put in place appropriate technical and organisational measures against any unauthorised or unlawful Processing of that Personal Data, and against the accidental loss or destruction of or damage to such Personal Data having regard to the state of technical development and the level of harm that may be suffered by a Data Subject whose Personal Data is affected by unauthorised or unlawful Processing or by its loss, damage or destruction;
- take reasonable steps to ensure the reliability of Staff who will have access to Personal Data, and ensure that those Staff are aware of and trained in the policies and procedures identified in this Clause 22;
- not cause or allow Personal Data to be transferred outside the European Economic Area without the prior consent of the University.
Where any Personal Data is processed by any subcontractor of the Supplier in connection with this Agreement, the Supplier shall procure that such subcontractor shall comply with the relevant obligations set out in this Clause 22, as if such subcontractor were the Supplier.
The Supplier shall indemnify and keep the University indemnified against, any loss, damages, costs, expenses (including without limitation legal costs and expenses), claims or proceedings whatsoever or howsoever arising from the Suppliers unlawful or unauthorised Processing, destruction and/or damage to Personal Data in connection with this Agreement.
23. Governing law
The contract resulting from this order shall be construed in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the English Courts.
Additional terms and conditions
Please see the additional terms and conditions for onsite work.
Page updated: January 2020