‘We’, ‘Us’, ‘means RESOLVE it.
‘You’, ‘Your’ and ‘Seller’ means the person, firm or company to whom the purchase order is addressed and any employees, sub-contractors or agents of said person, firm or company.
‘Goods’ means the materials, articles, works and services described in the contract.
‘Packaging’ means any type of packaging including bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers.
‘Authorised Officer’ means our employee authorised, generally or specifically, by us to make contractual commitments on behalf of RESOLVE it.
‘Authorised’ means signed by our Authorised Officer.
‘Purchasing card’ means our VISA purchasing card which is used for low value transactions.
‘Purchase Order’ means our authorised purchase order
‘Order Amendment’ means our authorised order amendment or series of order amendments, each order amendment having precedence over any earlier order amendment.
‘Contract’ has the meaning given in Condition 2. below.
‘Price’ has the meaning given in Condition 3. below.
2. The contract
a) You agree to sell and we agree to purchase the goods in accordance with the contract. The contract shall comprise (in order of precedence): any order amendments, the purchase order, any special conditions of contract, these General Conditions of Purchase and any other document (or part document) referred to on the purchase order. The contract shall not include any of your conditions of sale, notwithstanding reference to them in any document. Delivery of goods in response to a purchase order or order amendment shall be taken to imply that you have accepted the terms and conditions of this contract.
b) Where any purchase under the contract is made by use of our purchasing card such purchase shall be subject to these General Terms and Conditions of Purchase.
You will sell us the goods for the firm and fixed price stated in the contract. This shall in all cases be subject to any agreed provisions included within the contract concerning price movement determination. If no price is stated in the contract then the price shall be a fair price, taking into account prevailing market conditions. The price shall include storage, packing, insurance, delivery, installation and commissioning (as applicable) but shall exclude VAT.
We shall have the right, before delivery, to send you an order amendment adding to, deleting or modifying the goods. If the order amendment will cause a change to the price or delivery date then you must suspend performance of the contract and notify us without delay, calculating the new price and delivery date at the same level of cost and profitability as the original price. You must allow us at least 10 working days to consider any new price and delivery date. The order amendment shall take effect when but only if our Authorised Officer accepts in writing the new price and delivery date within the time you stipulate. If our Authorised Officer fails to confirm the order amendment within the time you stipulate then performance of the contract shall immediately resume as though the said order amendment had not been issued (except that we may still exercise our right of cancellation in accordance with Condition 5).
5. Our right of cancellation
In addition to our other rights of cancellation under this contract, we may cancel the purchase order and any order amendment thereto at any time by sending you a notice of termination. You will comply with any instructions that we may issue with regard to the goods. If you submit a termination claim then we will pay to you the cost of any commitments, liabilities or expenditure which, in our reasonable opinion, were a consequence of this contract at the time of termination. The total of all payments made or due to you under this contract, including any termination payment, shall not exceed the price. If you fail to submit a termination claim within three months of the date of our notice of termination then we shall have no further liability under the contract.
6. Quality and description
The goods shall:
Unless otherwise stated, all packaging shall be non-returnable. If the contract states that packaging is returnable, you must give us full disposal instructions before the time of delivery. The packaging must be clearly marked to show to whom it belongs. You must pay the cost of all carriage and handling for the return of packaging. We shall not be liable for any packaging lost or damaged in transit.
You shall observe all legal requirements of the United Kingdom, European Union and relevant international agreements in relation to health, safety and environment, and in particular to the marking of hazardous goods, the provision of data sheets for hazardous materials and all provisions relating to food.
a) The goods shall be properly packed, secured and despatched at your expense to arrive in good condition at the time or times and the place or places specified in the contract.
b) If you or your carrier deliver any goods at the wrong time or to the wrong place then we may deduct from the price any resulting costs of storage or transport.
12. Late delivery
If the goods or any part of them are not delivered by the time or times specified in the contract then we may, by written notice, cancel any undelivered balance of the goods. We may also return for full credit and at your expense any goods that in our opinion cannot be used owing to this cancellation. In the case of services, we may have the work performed by alternative means and any additional costs reasonably so incurred shall be at your expense. This shall not affect any other rights that we have.
13. Property and risk
We shall have the right to reject the goods, in whole or in part, whether or not paid for in full or in part, within a reasonable time of delivery if they do not conform with the requirements of this contract. It is agreed that we may exercise the right of rejection notwithstanding any provision contained in the Sale of Goods Act 1979. We shall give you a reasonable opportunity to replace the goods with new goods that conform with this contract, after which time we shall be entitled to cancel the purchase order and purchase the nearest equivalent goods elsewhere. In the event of cancellation under this condition, you shall promptly repay any moneys paid under the contract, without any retention or offset whatsoever. Cancellation of the purchase order under this condition shall not affect any other rights we may have. You must collect all rejected goods within a reasonable time of rejection or we shall return them to you at your risk and expense.
Unless stated otherwise in the contract we shall pay you within 30 days of receipt of a correctly rendered invoice. Your invoice must be addressed to the department indicated on the purchase order and must quote the full purchase order number. We shall not be held responsible for delays in payment caused by your failure to comply with our invoicing instructions.
16. Your warranty
It is expressly agreed between us that:
a) You shall promptly make good, at your expense any defect in the goods that we discover under proper usage during the first of 12 months of actual use, or 18 months from the date of acceptance by us, whichever period shall expire first. Such defects may arise from your faulty design, your erroneous instructions as to use, or inadequate or faulty materials, or poor workmanship, or any other breach of your obligations, whether in this contract or at law.
b) Repairs or replacements will themselves be covered by the above warranty but for a period of 12 months from acceptance by us.
c) You will ensure that compatible spares are available to facilitate repairs (where applicable) for a period of at least 10 years from the date of delivery of the goods.
17. Indemnity and insurance
a) You shall indemnify us against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever (if any), which we may incur, either at common law or by statute, in respect of personal injury to, or death of, any person, or in respect of any loss or destruction of, or damage to property (other than as a result of any default or neglect of ourselves or of any person for whom we are responsible) which shall have occurred in connection with any work executed by you under this contract, or shall be alleged to be attributable to some defect in the goods.
b) This purchase order is given on the condition that (without prejudice to the generality of Condition 17(a)) you will indemnify us against all loss, costs, claims, demands, expenses and liabilities whatsoever (if any) which we may incur, either at common law or by statute (other than as a result of any default or neglect of ourselves or of any person for whom we are responsible) in respect of personal injury to, or death of, any of your or our employees, agents, sub-contractors or other representatives, while on our premises, whether or not such persons are (at the time such personal injury or deaths are caused) acting in the course of their employment.
c) You will indemnify us against any and all loss, costs, expenses and liabilities caused to us, whether directly, or as a result of the action, claim or demand of any third party by reason of any breach by you of these conditions, or of any terms or obligations on your part implied by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, or any other statute or statutory provision relevant to the contract or to goods or work covered thereby. This indemnity shall not be prejudiced or waived by any exercise of our rights under Condition 14.
d) You shall hold satisfactory insurance cover with a reputable insurer, to fulfil your insurance obligations for the duration of this contract, including public liability insurance cover of at least £2M (two million pounds Sterling). You shall effect insurance against all those risks arising from your indemnity in Condition 17(c). Satisfactory evidence of such insurance and payment of current premiums shall be shown to us upon request.
18. Recovery of sums due
Whenever under the contract any sums of money shall be recoverable from or payable by you, they may be deducted from any sums then due, or which at any later time may become due to you under this contract, or under any other contract you may have with us.
19. Matters beyond control
If either party is delayed or prevented from performing its obligations under this contract by circumstances beyond its reasonable control, such performance shall be suspended, and if it cannot be completed within a reasonable time after the due date specified in the purchase order, then the contract may be cancelled by either party. We shall pay to you such sum as may be fair and reasonable, in all the circumstances of the case, in respect of work performed by you under the purchase order prior to cancellation but only in respect of work from which we have received full benefit as originally contemplated in the contract. This provision can have effect only if it is called into operation by the party wishing to rely on it giving written notice to the other to that effect as soon as they become aware of the occurrence preventing performance.
20. Articles on loan and use of information
a) All tools, materials, drawings, specifications and other equipment and data (‘the Articles’) loaned by us to you in connection with the contract shall remain always our property and be surrendered to us upon demand in good and serviceable condition (fair wear and tear allowed) and are to be used by you solely for the purpose of completing the contract. You agree that no copy of any of the articles will be made without the consent in writing of our Authorised Officer. Until you return all the articles to us they shall be at your risk and insured by you at your own expense against the risk of loss, theft or damage. Any loss of or damage to such articles shall be made good by you at your expense. All scrap arising from the supply of such articles must be disposed of at our discretion and all proceeds of sales of such scrap must promptly be paid to us in full.
b) Any information derived from our property, or otherwise communicated to you in connection with the contract, shall be kept secret and confidential and shall not without the consent in writing of our Authorised Officer be published or disclosed to any third party, or made use of by you, except for the purpose of implementing the contract.
21. Infringement of patents
a) The price shall include all royalties, licence fees or similar expenses in respect of the making, use or exercise by you of any invention or design for the purpose of performing the contract.
b) With the exception of goods made to our design or instructions, you warrant that neither the goods, nor our use of them, will infringe any patent registered design, trade mark, copyright, or other protected right and undertake to indemnify us against all actions, claims, demands, costs, charges and expenses, arising from, or incurred by reason of any infringement or alleged infringement of any such right.
22. Race Relations
The contractor shall:
a) abide by all European and UK legislation and codes of practice relating to the Race Relations Act or such re-enactment as shall be in force for the time being
b) comply with the provisions of S71(1) of the Race Relations Act 1976 (as amended) as if the Contractor/Supplier were a body within the meaning of Schedule 1A of the Act (or any European equivalent which shall be deemed to include without limitation an obligation to have due regard to the need to eliminate unlawful racial discrimination and to promote equality of opportunity and good relations between persons of different racial groups)
c) comply with the provisions of Parts II, III and IV of the Act, where appropriate
d) comply with the provisions of S7 of the Act in all dealings with sub-contractors
e) not discriminate directly or indirectly against any person because of their colour, race, nationality or ethnic or national origin in decisions to recruit, train, promote, discipline or dismiss employees; and
f) for purposes of ensuring compliance with the above clauses 23c) to e) above, observe as far as possible the provisions of the Commission for Racial Equality’s Code of Practice
g) comply at all times with RESOLVE it s own employment policy and codes of practice relating to racial discrimination and equal opportunities, copies of which are available on request
h) 12 months from the date of this Agreement and annually thereafter submit a report statement to the University demonstrating its compliance with clauses 23.a), f) and g) above.
All information related to the contract will be treated as commercial in confidence by the University except that disclosure maybe made of such information relating to the outcome of the procurement process as may be required to be published in the Official Journal of the European Union or elsewhere in accordance with EC Directives or Government policy on the disclosure of information regarding government contracts. This disclosure may include the number of tenders received the identity of the successful tenderer, the winning contract price, the specification of goods or services to be supplied, terms and conditions of contract, quality and performance standards and subsequent performance against those quality and performance standards.
24. Non-observance of conditions
If you breach or fail to observe any provision of this contract we may give you written notice of such breach or non-observance and you shall have 28 days from receipt of the notice in which to rectify the breach or non-observance. Should you fail to rectify the breach or non-observance, then we shall have the right to give you written notice terminating the contract with immediate effect.
25. Your insolvency
If you become insolvent or bankrupt, or (being a company), make an arrangement with your creditors or, have an administrative receiver or administrator appointed, or commence to be wound up (other than for the purposes of amalgamation or reconstruction), we may, without replacing or reducing any other of our rights, terminate the contract with immediate effect, by written notice to you or any person in whom the contract may have become vested.
All notices and communications required to be sent by you or us in this contract shall be made in writing and sent by first class mail and if sent to you, sent to your registered or head office and if sent to us, sent to our Authorised Officer and shall be deemed to have reached the party to whom it is addressed, on the next business day, following the date of posting.
No addition, alteration or substitution of these conditions will bind us, or form part of the contract, unless and until accepted in writing by our Authorised Officer.
32. Data Protection
a) The contractor must protect personal data in accordance with the provisions of the Data Protection Act 1998 and must ensure the reliabiltiy of its staff who have access to the data.
b) The contractor shall indemnify the University against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith made or brought by any person in respect of any loss, damage or distress caused to that person by the disclosure of any personal data by the contractor, its employees or agents.
This contract shall be subject to English Law and the exclusive jurisdiction of the English courts.
Exceptions to Refund & Exchanges
Items which are made to order will also be non returnable unless faulty or not as described.
Your legal rights are not affected.
The office opening hours are:-
Monday to Friday 9.00am - 8.00pm
Returns Without Receipts
If you do not have a receipt, we may, at our discretion offer an exchange to the value of the current or most recent selling price. This does not restrict your rights to return faulty items with proof of purchase.
Items in a multi-buy offer, returned without a receipt, will be exchanged at the lowest multi-buy price or the most recent selling price, whichever is the lower.
Returns With Receipts We are happy to exchange or refund any item returned in a saleable condition, in its original packaging with its receipt within 28 days* or for items purchased in a sale, within 15 days.
A refund will be issued by the original payment method, to the value of the item printed on the receipt.
For debit/credit card refunds, the card and the cardholder must be present