1.1 In these Terms and Conditions, the following words and phrases shall have the following meanings:
“Condition” means any one of these Terms and Conditions.
“Goods” means the goods described in the Purchase Order.
“Service” means the service described in the Purchase Order.
“Order Number” means the unique number that appears on the Purchase Order.
“Job Number” means the unique number that appears on the Call Off Order.
“Parties” means Shropshire Towns and Rural Housing and the supplier.
“Price” means the price for the Goods given in the Purchase Order.
“Purchase Order” means an order for the purchase of goods or services served by Shropshire Towns and Rural Housing on the supplier which includes:
“Call Off Order” means an order created to cover multiple supplies, deliveries or services from a single supplier served by Shropshire Towns and Rural Housing on the supplier which includes:
“Supplier” means the person, firm or company whose name appears as the addressee in the Purchase Order.
“Terms and Conditions” means these terms and Conditions for the supply of goods.
1.2 The headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.
1.3 References to any statute, enactment, order, regulation, code or similar instrument shall be construed as a reference to the statute, enactment, order, regulation, code or instrument as subsequently amended or re-enacted.
2.1 These Terms and Conditions together with the relevant Purchase Order /Job Number, any Specifications and plans provided by Shropshire Towns and Rural Housing and any specific guarantee arrangements applying to the Goods or Service constitute the contract between the Parties for the supply of the Goods or Services (the “Contract”).
2.2 In the event of any conflict between a clause in these Terms and Conditions and a term of the Purchase Order/Job Number, the term of the Purchase Order / Job Number shall prevail.
2.3 The Contract constitutes the entire agreement between the Parties relating to the supply of Goods or Services and replaces all previous negotiations, agreements, understandings and representations, whether oral or in writing. However, nothing in the Contract shall limit or exclude any liability for fraud.
3.1 The supplier shall supply the Goods or Services in accordance with the terms set out in the Purchase Order/ Job Number.
3.2 The Goods or Services shall:
3.3 Shropshire Towns and Rural Housing may reject any Goods which are not in accordance with the Agreement and Shropshire Towns and Rural Housing shall not be treated as having accepted any Goods until Shropshire Towns and Rural Housing has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after a latent defect in the Goods has become apparent.
4.1 The Supplier shall deliver the Goods or Service to/at the address for delivery given in the Purchase Order/ Job Number.
4.2 The Supplier shall deliver the Goods properly and securely packed and supply the Services during Shropshire Towns and Rural Housing’s usual business hours (8:45 to 17:00 Monday to Thursday and 8:45 to 16:00 Friday) or in accordance with the Purchase Order/ Job Number.
4.3 Where the Supplier requires access to Shropshire Towns and Rural Housing’s premises in order to deliver the Goods:
4.4 Except where otherwise agreed by Shropshire Towns and Rural Housing, delivery of the Goods shall include unloading the Goods at such place and in such manner as Shropshire Towns and Rural Housing shall reasonably direct.
4.5 The Supplier shall deliver the Goods or service on or (where Shropshire Towns and Rural Housing agrees) before the date or dates given in the Purchase Order/ Job Number. Unless the Purchase Order/ Job Number provides otherwise, the time of delivery is of the essence in this Contract and any failure to deliver the Goods by the date (or at the time) given in the Purchase Order/ Job Number shall entitle Shropshire Towns and Rural Housing to give the Supplier notice terminating the Contract with immediate effect.
the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales
5.1 Without prejudice to Shropshire Towns and Rural Housing’s other rights and remedies under this Contract, property and risk in the Goods shall pass to Shropshire Towns and Rural Housing on acceptance of delivery.
6.1 Any consignment of Goods dispatched by the Supplier for delivery to Shropshire Towns and Rural Housing shall be accompanied by a delivery note prepared by the Supplier marked with the order number from the Purchase Order/ Job Number. Where applicable, the delivery note shall also specify the means of transport, the place and date of delivery, the number of packages, the content of the packages, the weight and volume of the packages and whether or not the packaging must be returned to the Supplier.
6.2 Where some or all of the Goods have been damaged in transit (or have failed to arrive at the address specified on the Purchase Order/ Job Number after dispatch by the Supplier) the Supplier shall either repair or replace the Goods in question (at the choice of Shropshire Towns and Rural Housing) provided always that:
7.1 The Supplier shall permit Shropshire Towns and Rural Housing to inspect the Goods and shall provide all reasonable assistance to Shropshire Towns and Rural Housing in undertaking an inspection.
7.2 Shropshire Towns and Rural Housing shall not be taken to have waived any of its rights under this Contract (and in particular its right to reject the Goods) if it does not carry an inspection or if it approves the Goods following an inspection.
7.3 Shropshire Towns and Rural Housing may, by written notice to the Supplier, reject any of the Goods which fail to meet the requirements of this Contract, provided always that Shropshire Towns and Rural Housing gives notice of such rejection within a reasonable time of receiving the Goods.
7.4 If Shropshire Towns and Rural Housing rejects any of the Goods pursuant to this clause, it shall be entitled to:
b). obtain a refund of any payment it has made to the Supplier.
7.5 Subject to any alternative guarantee arrangements made between Shropshire Towns and Rural Housing and the Supplier, the guarantee period applicable to the Goods shall be 12 months from Shropshire Towns and Rural Housing putting the Goods into service or 18 months from delivery (whichever is the shorter).
7.6 If, within the guarantee period or within 30 days thereafter, Shropshire Towns and Rural Housing gives the Supplier written notice of any defect which arose within the guarantee period under proper and normal use of the Goods, the Supplier shall remedy such defect as quickly as possible (whether by repair or replacement, as Shropshire Towns and Rural Housing shall choose) without cost to Shropshire Towns and Rural Housing.
7.7 Any Goods rejected or returned to the Supplier shall be returned at the Supplier’s expense.
8.1 Where the Purchase Order/ Job Number requires the Supplier to install the Goods at Shropshire Towns and Rural Housing’s premises:
8.2 Shropshire Towns and Rural Housing shall have the power at any time during any installation works to give notice to the Supplier requiring:
9.1 In consideration of the supply and delivery of the Goods or Service by the Supplier, Shropshire Towns and Rural Housing shall pay the Supplier the Price.
9.2 The Supplier shall submit an invoice for the Goods or Service to Shropshire Towns and Rural Housing’s address for invoices given in the Purchase Order/Job Number. The invoice shall contain the Order Number given in the Purchase Order/Job Number, a full description of the Goods or Service supplied and the Price.
9.3 Suppliers registered under the Construction Industry Scheme (CIS) invoices shall also contain a breakdown of labour and materials, confirmation of Net Supplier status and details of the works completed to allow for CIS deductions to be calculated. Shropshire Towns and Rural Housing will not be liable for any late payment charges where a supplier fails to provide these details.
9.3 Save where the Goods or Service have not been delivered or are not in accordance with the Contract, Shropshire Towns and Rural Housing shall pay the Supplier’s invoice within 45 days of receipt of the invoice or acceptance of the relevant Goods or Service.
9.4 Shropshire Towns and Rural Housing will make payment to the Supplier by BACS (Bank Automated Clearing System). No other method of payment is acceptable, and the Supplier shall provide their bank account details at least 45 days prior to payment becoming due.
9.5 Shropshire Towns and Rural Housing shall not be liable for any late payment charges where the Supplier fails to provide Shropshire Towns and Rural Housing with their correct bank account details or fails to supply these in a timely manner.
10.1 The Supplier warrants and represents that:
10.2 The Supplier shall indemnify Shropshire Towns and Rural Housing against all actions, demands, charges, expenses and costs (including legal costs on a solicitor and client basis) which Shropshire Towns and Rural Housing may incur as a result of or in connection with any breach of Condition.
10.3 The Supplier shall notify Shropshire Towns and Rural Housing of any health and safety hazards that may arise in connection with the performance of this Contract.
10.4 Shropshire Towns and Rural Housing shall notify the Supplier of any health and safety hazards which may exist or arise at its premises and which may affect the Supplier. The Supplier shall draw these hazards to the attention of any of its employees, subcontractors or agents who may be affected by them and instruct such persons in connection with any necessary safety measures.
11.1 Without prejudice to any rights or remedies of Shropshire Towns and Rural Housing, the Supplier shall indemnify Shropshire Towns and Rural Housing against all actions, demands, losses, expenses and costs (including legal costs on a solicitor and client basis) which the Shropshire Towns and Rural Housing may suffer or incur as a result of or in connection with any damage to property or any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods, or any negligence or breach of this Contract by the Supplier.
11.2 The Supplier warrants that it has in place with a reputable insurance company a policy or policies of insurance covering all the indemnities under this Contract. At the request of Shropshire Towns and Rural Housing, the Supplier shall produce the relevant policy of insurance together with evidence of payment of its latest premium.
11.3 The Supplier shall maintain a comprehensive policy of Public Liability and Employers Liability insurance for minimum of £5,000,000. Product Liability insurance of at least £2,000,000 and Professional Indemnity insurance of at least £1,000,000 cover for any one claim may also be required.
12.1 There shall be no change to the amount of or description of the Goods or the Price unless Shropshire Towns and Rural Housing has issued a new purchase order/ job number in substitution for the Purchase Order/ Job Number. These Terms and Conditions shall apply to any new purchase order/ job number and the new purchase order/ Job number shall become “the Purchase Order” / “Job Number” for the purpose of this Contract from the moment it is received by the Supplier.
12.2 This Contract may not be varied or amended unless the variation or amendment is in writing and agreed by authorised representatives of both Shropshire Towns and Rural Housing and the Supplier.
13.1 The Supplier shall not assign nor sub-contract any part of this Contract without the prior written consent of Shropshire Towns and Rural Housing.
13.2 Sub-contracting of this Contract shall in no way relieve the Supplier of its obligations under the Contract.
13.3 Where the Supplier enters a sub-contract with a supplier or contractor for the purpose of performing this Contract it shall ensure that the sub-contract has a term requiring the Supplier to pay that supplier or contractor within 45 days of receipt of a valid invoice.
14.1 This Contract shall not create any rights that are enforceable by anyone other than the Parties.
15.1 Without prejudice to any other rights or remedies of Shropshire Towns and Rural Housing under this Contract, Shropshire Towns and Rural Housing shall have the right forthwith to terminate this Contract by written notice to the Supplier or his trustee in bankruptcy or receiver or (if a company) its liquidator or administrator, if the Supplier shall have a receiver appointed over all or a substantial part of his or its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.
15.2 Shropshire Towns and Rural Housing shall be entitled to terminate this Contract by notice to the Supplier with immediate effect if the Supplier has committed a material breach of this Contract and (if such breach is capable of remedy) has failed to remedy such breach within thirty days of being required by Shropshire Towns and Rural Housing in writing to do so; or.
16.1 Any notice or other communication given under or pursuant to this Contract must be given in writing and must be delivered in person or sent by post. Communications must be sent to the address for communications given in the Purchase Order/ Job Number (which may be altered at any time by the altering Party giving the other Party 15 days notice of a changed address). Communications to Shropshire Towns and Rural Housing must be sent to the address given for the buyer contact in the Purchase Order/ Job Number and not to the address for invoices.
16.2 A notice or communication shall be deemed to have been received 2 working days after posting in the case of first class delivery and 4 working days after posting in the case of second class delivery unless the receiving Party proves otherwise.
17.1 The Supplier and Shropshire Towns and Rural Housing shall to comply with the Freedom Of Information Act 2000 (the “FOI Act”), any subordinate legislation made under the FOI Act and any guidance issued by the Information Commissioner, in relation to the Contract.
17.2 The Supplier agrees to assist and cooperate with Shropshire Towns and Rural Housing to enable Shropshire Towns and Rural Housing to comply with its obligations under the FOI Act whenever a request is made for information which relates to or arises out of this Contract and/or the supply of the Goods.
18.1 Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Contract.
18.2 If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”).
18.3 If the Parties are unable to agree on a Mediator within 7 days of the request by one party to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator.
18.4 The Parties shall seek to agree directions for how the mediation is conducted and, failing agreement, they shall seek directions from the Mediator.
18.5 If the Parties reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.
19.1 Unless the Purchase Order/ Job Number specifies otherwise, this Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
