Angus CouncilTel: 03452 777 778

General Conditions of Purchase

  1. Definitions

    'We', 'Us' and 'Our' means Angus Council, constituted in terms of the Local Government etc (Scotland) Act 1994 and having it's Principal offices at Angus House, Orchardbank Business Park, Forfar.

    'You' and 'Your' 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.

    'Package' means any type of package including bags, cases, carboys, cylinders, drums, pallets, tank wagons, and other containers.

    'Authorised Officer' means any of Our employees authorised, either generally or specifically, by Us to sign Our purchase Order, confirmation of which may be obtained from the Finance Manager, Angus House, Forfar.

    'Authorised' means signed by one of Our Authorised Officers.

    'Purchase Order' means Our Authorised Purchase Order having these General Conditions of Purchase on its reverse.

    'Order Amendment' means Our Authorised Order Amendment or series of Order Amendment, 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.

    'Sale of Goods Act 1979' shall mean the Sale of Goods Act 1979 as amended.

    Singular / Plural - Words importing the singular also include the plural and vice versa where the context requires.

    Headings - The headings used in these General Conditions of Purchase shall not be deemed to form part of the Contract and shall not be taken into account when considering the interpretation and construction thereof.

  2. The Contract

    You agree to sell us the goods and We agree to purchase the Goods in accordance with the Contract. The Contract shall comprise: any Order Amendments, the Purchase Order, these General Conditions of Purchase, any other document (or part document) referred to on the Purchase Order. The Contract shall not include any of Your conditions of sale, not withstanding reference to them in any document. However, should this Contract be held by a court of competent jurisdiction to include Your terms and conditions of sale then in the event of any conflict or apparent conflict these General Conditions of Purchase shall always prevail over Your terms and conditions of sale. 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.

  3. Price

    You shall provide Us with the Goods for the firm and fixed Price stated in the Contract. 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 shall cause a change to the Price or delivery date then You shall 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 shall 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 or Order Amendment thereto at any time by sending You a notice of termination. You shall comply with any instructions that We issue with regard to the Goods. If You submit a termination claim then We shall 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 3 months of the date of Our notice of termination then We shall have no further liability under the Contract.

  6. Quality and Description

    1. 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 with their description of any samples, patterns, drawings, plans and specifications referred to in the Contract.
      6. be of satisfactory quality.
      7. comply with any current legislation.
    2. Unless specifically required under the Contract, there shall be no asbestos content in the Goods.
  7. Work on Our Premises

    If the Contract involves any works or services which You perform on Our premises then the following conditions shall apply,

    1. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You shall adhere in every respect to the obligations imposed on You by current safety legislation.
    2. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You shall comply with any regulations that We may notify to You in writing.
  8. Progress and Inspection

    1. You shall at Your expense provide any programmes of manufacture and delivery that We may reasonably require. You shall notify Us without delay in writing if Your progress falls behind or may fall behind any of these programmes.
    2. We shall have the right to check progress at Your premises or the premises of sub-contractors at all reasonable times, to inspect or reject Goods that do not comply with the Contract.Your sub-contracts shall reserve such rights for Us.
    3. Any inspection, or approval shall not relieve You from Your obligations under this Contract.
  9. Package

    Unless otherwise stated in the Contract, all Package shall be non-returnable. If the Contract states that Package is returnable, You must, before the time of delivery, give us full instructions as to the procedure for the return of the package. The Package must be clearly marked to show to whom it belongs. You must pay the cost of all carriage and handling for the return of Package. We shall not be liable for any Package 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

    1. The Goods shall be properly packed, secured and despatched at Your own expense to arrive in good condition at the time or times and the place or places specified in the Contract.
    2. 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 utilised owing to this cancellation. In the case of services, We may provide and perform or employ other persons to provide and perform the services or part there of which you have failed to deliver 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 be passed 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 section 15B or section 30 (subsection 2D) of 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 60 days of a 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 together with an accurate description of the goods and / or services supplied. 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:

    1. 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 by law.
    2. Repairs or replacements will themselves be covered by the above warranty but for a period of 12 months from acceptance by Us.
    3. 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

    1. You shall be liable for and 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 the 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.
    2. The Purchase Order is given on the condition that (without prejudice to the generality of Condition (17a) You shall indemnify Us against all loss, costs, expenses and liabilities whatsoever (if any) which We may incur either at common law or statute (other than 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.
    3. You shall be liable for and shall indemnify Us against any and all loss, costs, expenses and liabilities caused to Us whether directly or as a result of 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, by the Supply of Goods and Services Act 1982 or by any other statute or statutory provision relevant to the Contract or to Goods or work covered thereby. This indemnity shall not be prejudiced by any exercise of Our rights under Condition 14
    4. You shall hold satisfactory insurance cover with reputable insurer to fulfil Your insurance obligations for the duration of this Contract including public liability insurance cover of at least £5 million (five 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 any party is delayed or prevented from performing its obligations under this Contract by circumstances beyond the reasonable control of either party, (including but shall not be limited to any form of government intervention, strikes and lock outs relevant to the Purchase Order or breakdown of plant) such performance shall be suspended, and if it cannot be completed within a reasonable time after the due date as 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 such cancellation but only in respect of work that We have received full benefit as originally contemplated in the Contract. This provision can only have effect if it is called into operation by the party wishing to rely on it giving written notice to the other to that effect.

  20. Articles and Loan and Use of Information

    1. 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.
    2. 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. Ownership of Results

    If the Contract involves design and/or development work:

    1. All rights in the results of work arising out of or deriving from this Contract, including inventions, designs, copyright and knowledge shall be Our property and We shall have the sole right to determine whether any letters patent, registered designs, trademark and other protection shall be sought.
    2. You shall promptly communicate to Us all such results and shall if requested and at Our expense do all acts and things necessary to enable Us or Our nominee to obtain letters patent, registered designs and other protection for such results in all territories and to assign the same to Us or our nominee.
    3. You shall ensure that all technical information (including computer programmes and programming information) arising out of or deriving from this Contract is held in strict confidence except for any such information which becomes public knowledge other than by breach of this Contract.
  22. Infringement of Patents

    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 or 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 risk.

  23. 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 14 days from receipt of the notice in which to rectify the breach or non-observance. In the event that rectification of the breach or non-observance is not made within the said 14 day period then We shall have the right to give You written notice terminating the Contract with immediate effect.

  24. Your Insolvency

    If You become apparently insolvent within the meaning of section 7 of the Bankruptcy (Scotland) Act 1985 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 purpose 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.

  25. Assignation and Sub-Letting

    The Contract shall not be assigned by You nor sub-let as a whole. You shall not sub-let any part of the Contract without Our written consent, but We shall not refuse such consent unreasonably. The restriction contained in this condition shall not apply to sub-contracts for materials for minor details or for any part of which the makers are named in the Contract. You shall be responsible for all work done and Goods supplied by all sub-contractors.

  26. Corrupt Gifts and Collusion

    In connection with this or any other Contract between You and Us You shall not give, provide, or offer to Our staff, members or representatives any gratuity, bonus, discount, consideration or bribe of any kind whatsoever. In the event of any breach of this Condition, We shall, without prejudice to any other rights We may possess, be at liberty forthwith to terminate this and any other Contract and to recover from You any loss or damage which we may thereby sustain.Your attention is drawn to the criminal offences created by the Prevention of Corruption Acts 1889 to 1916.You shall not fix purchase or selling prices or other trading conditions with any agreement or arrangements with any other person. Without prejudice to the foregoing generality, you shall comply with the terms of the Competition Act 1998.

  27. Waiver

    A failure by us at any time to enforce any provision of the Contract shall in no way affect our right at a later date to require complete performance of the Contract; nor shall the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.

  28. Severance

    If any provision of the contract shall become or shall be declared by any court of competent jurisdiction to be invalid in any way, such invalidity or unenforceability shall in no way impair or affect any other provision all of which will remain in full force and effect.

  29. Notice

    All notices and communication 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 Angus Council, Finance, Angus House, Orchardbank Business Park, Forfar, DD8 1AF and shall be deemed to have reached the party to whom it is addressed on the next business day following the date of posting.

  30. Statutory Requirements

    Throughout the duration of the Contract, You shall ensure that in providing the goods You can comply with all relevant primary and secondary legislation.

  31. Year 2000 Conformity

    You shall warrant that the goods shall conform to the British Standards Institution definition of year 2000 conformity requirements a copy of which is available from Us on request.

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.

Law

This Contract shall be subject to Scots Law and the jurisdiction of the Scottish Courts.

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