Sheffield Hallam University

General Terms and Conditions of Purchase

1. Definitions
We, Us, Our and University means Sheffield Hallam University.
You, Your and Seller means the person, firm or company to whom the purchase order
is addressed and any employees, su!contractors or a"ents of said person, firm or
company.
#oods means the materials, articles, wor$s and services descried in the contract.
%ac$a"in" means any type of pac$a"in" includin" a"s, cases, caroys, cylinders,
drums, pallets, tan$ wa"ons and other containers.
&uthorised Officer means our employee authorised, "enerally or specifically, y us to
ma$e contractual commitments on ehalf of the University.
&uthorised means si"ned y our &uthorised Officer.
%urchasin" card means our '(S& purchasin" card which is used for low value
transactions.
%urchase Order means our authorised purchase order
Order &mendment means our authorised order amendment or series of order
amendments, each order amendment havin" precedence over any earlier order
amendment.
)ontract has the meanin" "iven in )ondition *. elow.
%rice has the meanin" "iven in )ondition +. elow.
*. The contract
a, You a"ree to sell and we a"ree to purchase the "oods in accordance with the
contract. -he contract shall comprise .in order of precedence,/ any order amendments,
the purchase order, any special conditions of contract, these #eneral )onditions of
%urchase and any other document .or part document, referred to on the purchase order.
-he contract shall not include any of your conditions of sale, notwithstandin" reference
to them in any document. 0elivery of "oods in response to a purchase order or order
amendment shall e ta$en to imply that you have accepted the terms and conditions of
this contract.
, Where any purchase under the contract is made y use of our purchasin" card
such purchase shall e su1ect to these #eneral -erms and )onditions of %urchase.
+. Price
You will sell us the "oods for the firm and fi2ed price stated in the contract. -his shall in
all cases e su1ect to any a"reed provisions included within the contract concernin"
price movement determination. (f no price is stated in the contract then the price shall
e a fair price, ta$in" into account prevailin" mar$et conditions. -he price shall include
stora"e, pac$in", insurance, delivery, installation and commissionin" .as applicale, ut
shall e2clude '&-.
3. Variations
We shall have the ri"ht, efore delivery, to send you an order amendment addin" to,
deletin" or modifyin" the "oods. (f the order amendment will cause a chan"e to the
price or delivery date then you must suspend performance of the contract and notify us
without delay, calculatin" the new price and delivery date at the same level of cost and
profitaility as the ori"inal price. You must allow us at least 14 wor$in" days to consider
any new price and delivery date. -he order amendment shall ta$e effect when ut only
if our &uthorised Officer accepts in writin" the new price and delivery date within the
time you stipulate. (f our &uthorised Officer fails to confirm the order amendment within
the time you stipulate then performance of the contract shall immediately resume as
thou"h the said order amendment had not een issued .e2cept that we may still
e2ercise our ri"ht of cancellation in accordance with )ondition 5,.
5. Our right of cancellation
(n addition to our other ri"hts of cancellation under this contract, we may cancel the
purchase order and any order amendment thereto at any time y sendin" you a notice
of termination. You will comply with any instructions that we may issue with re"ard to
the "oods. (f you sumit a termination claim then we will pay to you the cost of any
commitments, liailities or e2penditure which, in our reasonale opinion, were a
conse6uence of this contract at the time of termination. -he total of all payments made
or due to you under this contract, includin" any termination payment, shall not e2ceed
the price. (f you fail to sumit a termination claim within three months of the date of our
notice of termination then we shall have no further liaility under the contract.
7. Quality and description
-he "oods shall/
i, conform in every respect with the provisions of the contract8
ii, e capale of all standards of performance specified in the contract8
iii, e fit for any purpose made $nown to you e2pressly or y implication and in this
respect we rely on your s$ill and 1ud"ement8
iv, e new unless otherwise specified on the purchase order and e of sound
materials and s$illed and careful wor$manship8
v, correspond to their description or any samples, patterns, drawin"s, plans and
specifications referred to in the contract8
vi, e of merchantale 6uality8
vii, comply with any current le"islation.
9. or! on our premises
(f the contract involves any wor$s or services, which you perform on our premises, then
the followin" conditions shall apply/
a, You shall ensure that you and your employees, your su!contractors and their
employees and any other person associated with you will adhere in every respect to the
oli"ations imposed on you y current health and safety le"islation.
, You shall ensure that you and your employees, your su!contractors and their
employees and any other person associated with you will comply with any re"ulations
that we may notify to you in writin".
c, You shall ensure that you and your employees, your su!contractors and their
employees and any other person associated with you carry at all times an accurate form
of identity.
:. Progress and inspection
a, You shall, at your e2pense, provide any pro"rammes of manufacture and
delivery that we may reasonaly re6uire. You shall notify us without delay in writin", if
your pro"ress falls ehind, or may fall ehind, any of these pro"rammes.
, We shall have the ri"ht to chec$ pro"ress at your wor$s or the wor$s of su!
contractors at all reasonale times, to inspect and to re1ect "oods that do not comply
with the contract. Your su!contractors shall reserve such ri"ht for us.
c, &ny inspection or approval shall not relieve you from your oli"ations under this
contract.
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;. Pac!aging
Unless otherwise stated in the contract, all pac$a"in" shall e non!returnale. (f the
contract states that pac$a"in" is returnale, you must "ive us full disposal instructions
efore the time of delivery. -he pac$a"in" must e clearly mar$ed to show to whom it
elon"s. You must pay the cost of all carria"e and handlin" for the return of pac$a"in".
We shall not e liale for any pac$a"in" lost or dama"ed in transit.
14. Safety
You shall oserve all le"al re6uirements of the United <in"dom, =uropean Union and
relevant international a"reements in relation to health, safety and environment, and in
particular to the mar$in" of ha>ardous "oods, the provision of data sheets for ha>ardous
materials and all provisions relatin" to food.
11. Delivery
a, -he "oods shall e properly pac$ed, secured and despatched at your e2pense
to arrive in "ood condition at the time or times and the place or places specified in the
contract.
, (f you or your carrier deliver any "oods at the wron" time or to the wron" place
then we may deduct from the price any resultin" costs of stora"e or transport.
1*. "ate delivery
(f the "oods or any part of them are not delivered y the time or times specified in the
contract then we may, y written notice, cancel any undelivered alance of the "oods.
We may also return for full credit and at your e2pense any "oods that in our opinion
cannot e used owin" to this cancellation. (n the case of services, we may have the
wor$ performed y alternative means and any additional costs reasonaly so incurred
shall e at your e2pense. -his shall not affect any other ri"hts that we have.
1+. Property and ris!
a, You shall ear all ris$s of loss or dama"e to the "oods until they have een
delivered and shall insure accordin"ly.
, Ownership of the "oods shall pass to us/
i, when the "oods have een delivered ut without pre1udice to our ri"ht
of re1ection under this contract, and
ii, if we ma$e any advance or sta"e payment, at the time such payment is
made, in which case you must as soon as possile mar$ the "oods as
our property.
13. #cceptance
We shall have the ri"ht to re1ect the "oods, in whole or in part, whether or not paid for in
full or in part, within a reasonale time of delivery if they do not conform with the
re6uirements of this contract. (t is a"reed that we may e2ercise the ri"ht of re1ection
notwithstandin" any provision contained in the Sale of #oods &ct 1;9;. We shall "ive
you a reasonale opportunity to replace the "oods with new "oods that conform with this
contract, after which time we shall e entitled to cancel the purchase order and
purchase the nearest e6uivalent "oods elsewhere. (n the event of cancellation under
this condition, you shall promptly repay any moneys paid under the contract, without any
retention or offset whatsoever. )ancellation of the purchase order under this condition
shall not affect any other ri"hts we may have. You must collect all re1ected "oods within
a reasonale time of re1ection or we shall return them to you at your ris$ and e2pense.
15. Payment
Unless stated otherwise in the contract we shall pay you within +4 days of receipt of a
correctly rendered invoice. Your invoice must e addressed to the department indicated
on the purchase order and must 6uote the full purchase order numer. We shall not e
held responsile for delays in payment caused y your failure to comply with our
invoicin" instructions.
17. $our %arranty
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(t is e2pressly a"reed etween us that/
a, You shall promptly ma$e "ood, at your e2pense any defect in the "oods that we
discover under proper usa"e durin" the first of 1* months of actual use, or 1: months
from the date of acceptance y us, whichever period shall e2pire first. Such defects
may arise from your faulty desi"n, your erroneous instructions as to use, or inade6uate
or faulty materials, or poor wor$manship, or any other reach of your oli"ations,
whether in this contract or at law.
, ?epairs or replacements will themselves e covered y the aove warranty ut
for a period of 1* months from acceptance y us.
c, You will ensure that compatile spares are availale to facilitate repairs .where
applicale, for a period of at least 14 years from the date of delivery of the "oods.
19. &ndemnity and insurance
a, You shall indemnify us a"ainst all loss, actions, costs, claims, demands,
e2penses and liailities whatsoever .if any,, which we may incur, either at common law
or y statute, in respect of personal in1ury to, or death of, any person, or in respect of
any loss or destruction of, or dama"e to property .other than as a result of any default or
ne"lect of ourselves or of any person for whom we are responsile, which shall have
occurred in connection with any wor$ e2ecuted y you under this contract, or shall e
alle"ed to e attriutale to some defect in the "oods.
, -his purchase order is "iven on the condition that .without pre1udice to the
"enerality of )ondition 19.a,, you will indemnify us a"ainst all loss, costs, claims,
demands, e2penses and liailities whatsoever .if any, which we may incur, either at
common law or y statute .other than as a result of any default or ne"lect of ourselves
or of any person for whom we are responsile, in respect of personal in1ury to, or death
of, any of your or our employees, a"ents, su!contractors or other representatives, while
on our premises, whether or not such persons are .at the time such personal in1ury or
deaths are caused, actin" in the course of their employment.
c, You will indemnify us a"ainst any and all loss, costs, e2penses and liailities
caused to us, whether directly, or as a result of the action, claim or demand of any third
party y reason of any reach y you of these conditions, or of any terms or oli"ations
on your part implied y the Sale of #oods &ct 1;9;, the Supply of #oods and Services
&ct 1;:*, or any other statute or statutory provision relevant to the contract or to "oods
or wor$ covered therey. -his indemnity shall not e pre1udiced or waived y any
e2ercise of our ri"hts under )ondition 13.
d, You shall hold satisfactory insurance cover with a reputale insurer, to fulfil your
insurance oli"ations for the duration of this contract, includin" pulic liaility insurance
cover of at least @*A .two million pounds Sterlin",. You shall effect insurance a"ainst
all those ris$s arisin" from your indemnity in )ondition 19.c,. Satisfactory evidence of
such insurance and payment of current premiums shall e shown to us upon re6uest.
1:. 'ecovery of sums due
Whenever under the contract any sums of money shall e recoverale from or payale
y you, they may e deducted from any sums then due, or which at any later time may
ecome due to you under this contract, or under any other contract you may have with
us.
1;. (atters )eyond control
(f either party is delayed or prevented from performin" its oli"ations under this contract
y circumstances eyond its reasonale control, such performance shall e suspended,
and if it cannot e completed within a reasonale time after the due date specified in the
purchase order, then the contract may e cancelled y either party. We shall pay to you
such sum as may e fair and reasonale, in all the circumstances of the case, in respect
of wor$ performed y you under the purchase order prior to cancellation ut only in
respect of wor$ from which we have received full enefit as ori"inally contemplated in
the contract. -his provision can have effect only if it is called into operation y the party
wishin" to rely on it "ivin" written notice to the other to that effect as soon as they
ecome aware of the occurrence preventin" performance.
*4. #rticles on loan and use of information
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a, &ll tools, materials, drawin"s, specifications and other e6uipment and data .the
&rticles, loaned y us to you in connection with the contract shall remain always our
property and e surrendered to us upon demand in "ood and serviceale condition .fair
wear and tear allowed, and are to e used y you solely for the purpose of completin"
the contract. You a"ree that no copy of any of the articles will e made without the
consent in writin" of our &uthorised Officer. Until you return all the articles to us they
shall e at your ris$ and insured y you at your own e2pense a"ainst the ris$ of loss,
theft or dama"e. &ny loss of or dama"e to such articles shall e made "ood y you at
your e2pense. &ll scrap arisin" from the supply of such articles must e disposed of at
our discretion and all proceeds of sales of such scrap must promptly e paid to us in full.
, &ny information derived from our property, or otherwise communicated to you in
connection with the contract, shall e $ept secret and confidential and shall not without
the consent in writin" of our &uthorised Officer e pulished or disclosed to any third
party, or made use of y you, e2cept for the purpose of implementin" the contract.
*1. O%nership of results
(f the contract involves desi"n andBor development wor$/
a, &ll ri"hts in the results of wor$ arisin" out of or derivin" from this contract,
includin" inventions, desi"ns, copyri"ht and $nowled"e, shall e our property and we
shall have the sole ri"ht to determine whether any letters patent, re"istered desi"n,
trademar$ and other protection shall e sou"ht.
, You shall promptly communicate to us all such results and shall, if re6uested
and at our e2pense, do all acts and thin"s necessary to enale us or our nominee to
otain letters patent, re"istered desi"ns and other protection for such results in all
territories and to assi"n the same to us or our nominee.
c, You shall ensure that all technical information .includin" computer pro"rams
and pro"rammin" information, arisin" out of, or derivin" from this contract, is held in
strict confidence, e2cept for any such information which ecomes pulic $nowled"e
other than y reach of this contract.
**. &nfringement of patents
a, -he price shall include all royalties, licence fees or similar e2penses in respect
of the ma$in", use or e2ercise y you of any invention or desi"n for the purpose of
performin" the contract.
, With the e2ception of "oods made to our desi"n or instructions, you warrant that
neither the "oods, nor our use of them, will infrin"e any patent re"istered desi"n, trade
mar$, copyri"ht, or other protected ri"ht and underta$e to indemnify us a"ainst all
actions, claims, demands, costs, char"es and e2penses, arisin" from, or incurred y
reason of any infrin"ement or alle"ed infrin"ement of any such ri"ht.
*+. 'ace 'elations
-he contractor shall/
a, aide y all =uropean and U< le"islation and codes of practice relatin" to the
?ace ?elations &ct or such re!enactment as shall e in force for the time ein"
, comply with the provisions of S91.1, of the ?ace ?elations &ct 1;97 .as
amended, as if the )ontractorBSupplier were a ody within the meanin" of Schedule 1&
of the &ct .or any =uropean e6uivalent which shall e deemed to include without
limitation an oli"ation to have due re"ard to the need to eliminate unlawful racial
discrimination and to promote e6uality of opportunity and "ood relations etween
persons of different racial "roups,
c, comply with the provisions of %arts ((, ((( and (' of the &ct, where appropriate
d, comply with the provisions of S9 of the &ct in all dealin"s with su!contractors
e, not discriminate directly or indirectly a"ainst any person ecause of their colour,
race, nationality or ethnic or national ori"in in decisions to recruit, train, promote,
discipline or dismiss employees8 and
f, for purposes of ensurin" compliance with the aove clauses *+c, to e, aove,
oserve as far as possile the provisions of the )ommission for ?acial =6ualitys )ode
of %ractice
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", comply at all times with the Universitys own employment policy and codes of
practice relatin" to racial discrimination and e6ual opportunities, copies of which are
availale on re6uest
h, 1* months from the date of this &"reement and annually thereafter sumit a
report statement to the University demonstratin" its compliance with clauses *+.a,, f,
and ", aove.
*3. Confidentiality
&ll information related to the contract will e treated as commercial in confidence y the
University e2cept that disclosure maye made of such information relatin" to the
outcome of the procurement process as may e re6uired to e pulished in the Official
Cournal of the =uropean Union or elsewhere in accordance with =) 0irectives or
#overnment policy on the disclosure of information re"ardin" "overnment contracts.
-his disclosure may include the numer of tenders received the identity of the
successful tenderer, the winnin" contract price, the specification of "oods or services to
e supplied, terms and conditions of contract, 6uality and performance standards and
suse6uent performance a"ainst those 6uality and performance standards.
*5. *on+o)servance of conditions
(f you reach or fail to oserve any provision of this contract we may "ive you written
notice of such reach or non!oservance and you shall have *: days from receipt of the
notice in which to rectify the reach or non!oservance. Should you fail to rectify the
reach or non!oservance, then we shall have the ri"ht to "ive you written notice
terminatin" the contract with immediate effect.
*7. $our insolvency
(f you ecome insolvent or an$rupt, or .ein" a company,, ma$e an arran"ement with
your creditors or, have an administrative receiver or administrator appointed, or
commence to e wound up .other than for the purposes of amal"amation or
reconstruction,, we may, without replacin" or reducin" any other of our ri"hts, terminate
the contract with immediate effect, y written notice to you or any person in whom the
contract may have ecome vested.
*9. #ssignment and su)+letting
-he contract shall not e assi"ned y you nor su!let as a whole. You shall not su!let
any part of the contract without our written consent, ut we shall not refuse such consent
unreasonaly. -he restriction contained in this condition shall not apply to su!contracts
for materials, for minor details, or for any part of which the ma$ers are named in the
contract. You shall e responsile for all wor$ done and "oods supplied y all su!
contractors.
*:. Corrupt gifts
(n connection with this or any other contract etween you and us, you shall not "ive,
provide, or offer to our staff and a"ents any loan, fee, reward, "ift or any emolument or
advanta"e whatsoever. (n the event of any reach of this )ondition, we shall, without
pre1udice to any other ri"hts we may possess, e at lierty forthwith to terminate this and
any other contract and to recover from you any loss or dama"e resultin" from such
termination.
*;. aiver
& failure at any time to enforce any provision of the contract shall in no way affect the
ri"ht at a later date to re6uire complete performance of the contract, nor shall the waiver
of the reach of any provision e ta$en or held to e a waiver of any suse6uent reach
of the provision or e a waiver of the provision itself.
+4. *otice
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&ll notices and communications re6uired to e sent y you or us in this contract shall e
made in writin" and sent y first class mail and if sent to you, sent to your re"istered or
head office and if sent to us, sent to our &uthorised Officer and shall e deemed to have
reached the party to whom it is addressed, on the ne2t usiness day, followin" the date
of postin".
+1. #mendment
Do addition, alteration or sustitution of these conditions will ind us, or form part of the
contract, unless and until accepted in writin" y our &uthorised Officer.
+*. Data Protection
a, -he contractor must protect personal data in accordance with the provisions of
the 0ata %rotection &ct 1;;: and must ensure the reliailtiy of its staff who have access
to the data.
, -he contractor shall indemnify the University a"ainst all claims and proceedin"s
and all liaility, loss, costs and e2penses incurred in connection therewith made or
rou"ht y any person in respect of any loss, dama"e or distress caused to that person
y the disclosure of any personal data y the contractor, its employees or a"ents.
++. "a%
-his contract shall e su1ect to =n"lish Eaw and the e2clusive 1urisdiction of the =n"lish
courts.
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