General conditions of purchase

General conditions of purchase goods and services

Definitions

In these conditions, "the Company" means Slough Borough Council and "the Supplier" means the person or Company to whom this order is addressed. Where the contract is for the provision of services, the words "the goods" shall be read, where the contract permits as meaning the goods, services, or works which the Supplier has contracted to provide.

Conditions

These conditions shall form the basis of the contact between the Company and the Supplier. Notwithstanding anything to the contrary in the supply as standard conditions or in any tender, quotation, advice note, invoice, acknowledgement, letter or any other document issued or sent by the Supplier, these conditions shall apply except in so far as expressly agreed in writing by the Head Office of the Company. No servant or agent of the Company has power to vary these conditions orally. If the Supplier shall not previously have accepted these confitions, then delivery by him shall constitute such acceptance. These general conditions shall be subject to such further special conditions as may be prescribed in writing by the Company. In the event of any conflict, or apparent conflict, between the special conditions and the general conditions, the special conditions shall prevail.

Prices

The price quoted by the Supplier shall include delivery to whichever delivery location is named on the front of this document. Only if the cost of delivery has been previously negotiated and agreed and appears on the front of this document will it be paid. The cost of packaging will also be included. All prices shall be fixed at the time of palcing the order. It is not acceptable for the Supplier to quote a variable price or stipulate for prices at the date of delivery or the like.

Packing

All goods must be properly packaged to survive transit to the delivery location and to resist pilferage, distortion, corrosion or contamination. All goods shall be clearly and legibly labelled and addressed

Payment

The Company will pay on the terms set out overleaf. Payment by the Company in accorfance with the stipulated payment terms shall not constitute any admission by the Company as to the performance by the Supplier of his obligations. If the payment terms provide for payment in full on or before delivery, the Supplier shall arrange for a performance bond of 10% of the price to be provded by a first class British bank, payable against the Company.

Delivery and acceptance

The supplier will deliver and unload the goods at the delivery location stated overleaf not later than the date for delivery stated overleaf. Time shall be of the essence of the contract.

The Supplier recognises that late delivery may cause the Company consequential loss, such as inability on the part of the Company to meet other contractual commitments, and agrees to pay the liquidated damages in compensation for such loss. 

The goods shall be inspected by the Company within a reasonable time after delivery and may be rejected in found to be defective and or differing substantially in form or material form from the requirements or if they do not comply with any term expressed or implied.

The company shall immediately notify the Supplier of the discovery of any defect and shall give the Supplier all reasonable opportunities to investigate such defects. The whole of any consignment may be rejected if a reasonable sample of the goods taken indiscrimately from that consignment are found not to confirm in every material respectto teh requirements of the Company. Goods so rejected after delivery shall be removed by the Supplier at his own expense within 8 days from the date of the receipt of notification of rejection. In the event of the Supplier failing to remove them within such period the Company shall be at liberty to return the rejected goods at the Supplier's risk and expense.

No deliveries will be accepted on Friday afternoons, weekends, or Public Holidays unless specifically agreed by both the Company and the Supplier.

Force Majeure

If delivery is delayed by some cause totally outside the control of the Supplier, then he shall give written notice of such cause within 7 days of its occurrence and the Company may then (but without prejudice to its rights) allow such extra time for delivery as is reasonable in the circumstances.

Documentation

  1. All correspondence must quote the Company Order Number.
  2. A delivery note must accompany all goods.

All invoices and statements must show separately the VAT rate and the amount of VAT charged and the Supplier's VAT registration number where applicable.

Indemnity and insurance

Without prejudice to its liability for breach of any of its obligations under the Contract, the Contractor shall be liable for and shall immediately indemnify the Council against any liability loss costs expenses claims or proceedings whatsoever arising under any statute or any common law in respect of: 

  1. any loss or damage to property (whether real or personal) and
  2. any injury to any person including injury resulting in death

in consequence of or in any way arising out of any defect in the Goods or the delivery or unloading of the goods by or on behald of the Contractor except insofar as such loss, damage or injury shall have been caused by negligence on the part of the Council and its employees or agents.

The Contractor shall insure against its full liability under this Condition.

The insurance cover shall be in the minimum sum of £1m in respect of Public Liability (any one incident). 

The Contractor upon request shall produce to the Council documentary evidence that the insurance is properly maintained.

Guarantee

It shall be a condition of the contract that the Goods comply in all respect with the contract description and with any statements or undertakings made by the Supplier or his servent or agents, prior to the giving of the order.  The Supplier undertakes that all goods and services supplied by him shall be of first class quality and recognises that the Company has placed the order relying upon the skill and expertise of the Supplier and any statements or representations made by him. If the Goods (or any of them) supplied shall be defective upon delivery or shall prove to be deective within 2 months of delivery then the Company may call upon the Supplier (but without prejudice to the Company's other rights) to rectify the defects and replace the goods (at the Company's option) at the Supplier's own expense. All the obligations in this condition shall further apply to any such rectified or replacement goods.

Passing of property and risk

The property and risk in the goods shall pass to the Company on delivery without prejudice to any rights of rejection.

Cancellation

The Company shall be entitled to cancel this order at any time by giving written notice to the Supplier. If the Company exercises this right of cancellation it shall be bound to pay a reasonable price for any work already completed but shall otherwise be free from liability.

Indemnity

The Supplier shall keep the Company fully and effectively indemnified against:

  • any claim for infringement of any letters, patent or registered design trademarks or trade name by reason of the use of sale of the goods supplied, and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in such an action
  • any royalties payable by the Supplier
  • any claim in the contract of tort or otherwise; for any direct or indirect damages, expenses or costs relating to damage to property; or injury or loss to any person, firm or Company; or for any loss of profit or production arising out of, or occassioned by, any error in design or drawings; or any defects in or failure of the goods or part therof provided; or work performed by teh Supplier or occassioned by the reason of any act or omission by the Supplier or any sub contractor of his.

Insolvency

If the Supplier shall become bankrupt or insolvent, or have a receiving order made against him, or compound with his creditors, or commence winding up proceedings (but not for voluntary winding up for the purpose of reconstruction or amalgamation), and a receiver for the benefit of his creditors is appointed, the Company shall be at liberty; either

  1. to terminate the contract forthwith by notice in writing to the Supplier. or to the receiver or liquidator, or to any person in whom the contact may have become vested; or
  2. to give such receiver, liquidator or other person the option of carrying out the contract subject to his providing a guarantee of a due and faithful performance of the contact.

Visits

The Company shall be entitled to make reasonable visits to any or all of the Supplier's premises for the purpose of inspecting work in progress and shall give not less than 48 hours notice in writing of such visits.

Confidentiality

The Supplier shall hold as confidential all information, details, specifications, drawings and any other matter relating to the goods or services to be supplied and shall not disclose the same or any of the same to any other person except such of his employees and permitted sub-contactors and suppliers as may be necessary for the performance of his obligations under this contract.

All documents and drawings as shall contain such information and any copies thereof shall upon completion of the contract, or its termination for any reason, be returned to the Company.

Gratuities

The Supplier shall not, whether by himself or by any person employed by him to supply the goods solicit any gratuity or tip any other form of money taking or reward, collection or charge for any of the goods other than the bona fide charges by the Company.

Bribery and corruption

The Company shall be entitled to recover from the Supplier the amound of any loss resulting from such action if:

  1. the Supplier shall have offered or given or agreed to give any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or any action in relation to the purchase of any other purchase with the Council, or
  2. the like acts shall have been done by any person employed by the Supplier or acting on his behalf (whether with or without the knowledge of the Supplier), or
  3. in relation to any contract with the Company, the Supplier or person employed by him or acting on his behalf shall
    1. have committed an offence under the Prevention of Corruption Acts 1889 to 1916;
    2. have given any fee or reward the receipt of which is an offence under Section 117 (2) of the Local Government Act of 1972.