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Terms & Conditions

General Terms and  Conditions of Purchase 

 

1. Definitions

‘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.

 

3. Price

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.

        

4. Variations

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:

  1. conform  in every respect with the provisions of the contract;
  2. be  capable of all standards of performance specified in the contract;
  3. be  fit for any purpose made known to you expressly or by implication and in this respect we rely on your skill and  judgement;
  4. be  new unless otherwise specified on the purchase order and be of sound materials and skilled and careful  workmanship;
  5. correspond  to their description or any samples, patterns, drawings, plans and specifications referred to in the contract;
  6. be  of merchantable quality;
  7. comply  with any current legislation.

                

9. Packaging

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.

 

10. Safety

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.

 

11. Delivery

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

  1. You  shall bear all risks of loss or damage to the goods until they have been  delivered and shall insure accordingly.
  2. Ownership  of the goods shall pass to us:
    1. when the goods have been delivered  but without prejudice to our right of rejection under this contract, and
    2.  if we make any advance or stage  payment, at the time such payment is made, in which case you must as soon as  possible mark the goods as our property.

 

14. Acceptance

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.

 

15. Payment

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.

 

23. Confidentiality

 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.


26. Notice

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.

 

27. Amendment

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.

 

28. Law

This contract shall be subject to English  Law and the exclusive jurisdiction of the English courts.


Refunds & Exchange Policy

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

Saturday                     -

Sunday                       -


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