'Authorised' means signed by one of Our Authorised Officers.
'Authorised Officer' means Our employee authorised, either generally or specifically, by Us to sign Our Purchase Order, confirmation of which may be obtained from the University's Procurement Team at procurement@bangor.ac.uk.
‘Conditions’ means the terms and conditions set out in this document as amended from time to time in accordance with Condition 29.
'Contract' has the meaning given in Condition 2 below.
‘FOIA’ the Freedom of Information Act 2000 (as amended from time to time);
'Goods' means the materials, articles, works and services, or any part of them, as described in the Contract.
‘Information’ as defined under section 84 of the FOIA.
Order’ means Our order for the Goods, as set out in Our Purchase Order.
'Order Amendment' means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.
'Packaging' means any type of packaging including bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers.
'Price' has the meaning given in Condition 3 below.
'Purchase Order' means Our Authorised Purchase Order having these General Conditions of Purchase on its reverse or attached to it or referring to these General Conditions of Purchase on its face.
'Sale of Goods Act 1979' shall mean the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994.
'Supply of Goods and Services Act 1982' shall mean the Supply of Goods Services Act 1982 as amended by the Sale and Supply of Goods Act 1994.
'We', 'Us' and 'Our' means The Bangor University, College Road, Bangor. Gwynedd. LL57 2DG
'You' and 'Your' means the person, firm or company to whom the Purchase Order is addressed.
1.2. Interpretation:
1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5. A reference to writing or written excludes fax but not email.
2.1. 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, these Conditions, and any other document (or part document) referred to in the Purchase Order. These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.. 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 Conditions shall always prevail over Your terms and conditions of sale.
2.2. The Order constitutes an offer by Us to purchase the Goods in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of:
2.2.1. You issuing a written acceptance of the Order; and
2.2.2. You doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.3. You waive any right You might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Yours that are inconsistent with these Conditions.
You will sell Us the Goods for the firm and fixed Price stated in the Contract or if no Price is stated in the Contract, the price set out in Your published price list in force as at the date the Contract came into existence. The Price shall include storage, Packaging, insurance, delivery, installation and commissioning (as applicable) but shall exclude VAT which We shall additionally be liable to pay to You at the prevailing rate, subject to the receipt of a valid VAT invoice. No extra charges shall be effective unless agreed in writing by Us.
We shall have the right, at any time 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 in writing and 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 and the time for delivery shall be extended for a period commensurate with the period of suspension).
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 prior to delivery by sending You a notice of termination. You will comply with any reasonable 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 an unavoidable loss incurred by You in consequence of this Contract at the time of termination. You shall use all reasonable endeavours to mitigate any such losses. 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 to You under the Contract.
6.1. The Goods shall:
6.1.1. conform in every respect with the provisions of the Contract;
6.1.2. be capable of all standards of performance specified in the Contract;
6.1.3. be fit for any purpose made known to You expressly or by implication and in this respect We rely on Your skill and judgment;
6.1.4. be new (unless otherwise specified on the Purchase Order) and be of sound materials and skilled and careful workmanship;
6.1.5. correspond to their description or any samples, patterns, drawings, plans and specifications referred to in the Contract;
6.1.6. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
6.1.7. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
6.2. where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery.
6.3. Unless specifically required under the Contract, there shall be no asbestos content in the Goods.
6.4. You shall ensure that at all times You have and maintain all the licences, permissions, authorisations, consents and permits that You need to carry out Your obligations under the Contract.
7.1. If the Contract involves any works or services which You perform on Our premises then the following conditions shall apply:
7.1.1. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You will adhere in every respect to any and all obligations imposed on You by current safety legislation.
7.1.2. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You will comply with any regulations or requirements that We may notify to You in writing in relation to access to or working at Our premises.
8.1. 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.
8.2. We shall have the right to check progress at Your works or the works of sub-contractors at all reasonable times.
8.3. We may inspect and test the Goods at any time before delivery. You shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect Your obligations under the Contract.
8.4. If following such inspection or testing We consider that the Goods do not conform or are unlikely to comply with Your undertakings at Conditions 6a, We shall inform You and You shall immediately take such remedial action as is necessary to ensure compliance.
8.5. We may conduct further inspections and tests after You have carried out Your remedial actions
8.6. Any inspection, or testing shall not relieve You from Your obligations under this Contract.
Unless otherwise stated in the Contract, all Packaging shall be non-returnable. If the Contract states that Packaging is returnable, You must give Us full return instructions in writing before the time of delivery and the requirement to return the Packaging must be clearly stated on the delivery note. 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. Where Goods are delivered by road vehicle, available empty Packaging may be returned by the same vehicle.
You shall observe all applicable 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. Hazardous Goods must be clearly marked and display the name of the material in English. Transport and other documents must include declaration of the hazard and the name of the material in English. The Goods must be accompanied by emergency information in English.
11.1. 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. Delivery of the Goods shall be completed on the completion of unloading the Goods at the place or places specified in the Contract.
11.2. 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.
If the Goods or any part of them are not delivered by the time or times specified in the Contract, or do not comply with the undertakings set out in Condition 6a, then, without limiting any of Our other rights or remedies, and whether or not We have accepted the Goods, We may exercise any one or more of the following rights and remedies:
12.1. to terminate the Contract;
12.2. to reject the Goods (in whole or in part) and return them to You at Your own risk and expense;
12.3. to require You to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
12.4. to refuse to accept any subsequent delivery of the Goods which You attempt to make;
12.5. to recover from You any costs incurred by Us in obtaining substitute goods from a third party; and
12.6. to claim damages for any other costs, loss or expenses incurred by Us which are in any way attributable to Your failure to carry out Your obligations under the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by You.
Our rights and remedies under these Conditions are in addition to Our rights and remedies implied by statute and common law.
13.1. You shall bear all risks of loss or damage to the Goods until completion of delivery and shall insure them accordingly.
13.2. Ownership of the Goods shall pass to Us upon the earlier of:
13.2.1. completion of delivery of the Goods, but without prejudice to Our right of rejection under this Contract, and
13.2.2. the date upon which the Goods have been paid for in full OR 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.
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 11 or section 15A or section 30 (subsections 2A and 2B) or section 35 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 terminate the Contract and purchase the nearest equivalent Goods elsewhere.
In the event of termination under this Condition 14, You shall promptly repay any monies paid under the Contract without any retention or offset whatsoever. Termination of the Contract under this Condition shall not affect any other rights We may have. You must collect all rejected Goods within a reasonable time or We shall return them to You at Your risk and expense.
Unless stated otherwise in the Contract We shall pay within 30 days after the receipt of a correctly rendered invoice. You shall invoice us at the time set out in the Purchase Order, or, if no such time is set out, on or at any time after the completion of delivery. Your invoice must be addressed to the department indicated on the Purchase Order and must quote the full Purchase Order number. VAT, where applicable, shall be shown separately on all invoices as a strictly net extra charge. We shall not be held responsible for delays in payment caused by Your failure to comply with Our invoicing instructions.
It is expressly agreed between Us that:
16.1. 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 at law.
16.2. Repairs or replacements will themselves be covered by the above warranty but for a period of 12 months from acceptance by Us.
16.3. 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.
17.1. You shall indemnify Us against all losses, actions, costs, claims, demands, damages, expenses and liabilities whatsoever (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Us as a result of or in connection with:
17.1.1. any claim made against Us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to Your acts or omissions or those of Your employees, agents or subcontractors;
17.1.2. any claim made against Us for death, personal injury or damage to property arising out of or in connection with defects in the Goods, to the extent that the defects in the Goods are attributable to Your acts or omissions or those of Your employees, agents or subcontractors;
17.1.3. any claim made against Us by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by You, Your employees, agents or subcontractors;
17.1.4. any 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; and
17.1.5. 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 exercise of Our rights under Condition 14.
17.1.6. 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 this Condition 17. Satisfactory evidence of such insurance and payment of current premiums shall be shown to Us upon request.
We may at any time set off any liability of You to Us against any liability of Us to You, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract. If the liabilities to be set off are expressed in different currencies, We may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Us of Our rights under this Condition 18 shall not limit or affect any other rights or remedies available to Us under this Contract or otherwise.
If either You or We are delayed or prevented from performing obligations under this Contract by circumstances beyond the reasonable control of the affected party (including without limitation any form of government intervention, strikes and lockouts 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 terminated by either party on the giving of written notice to the other.
20.1 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 atYour 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.
20.2. 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.
21.1. If the Contract involves design and/or development work:
21.1.1. 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 design, trademark and other protection shall be sought
21.1.2. 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.
21.1.3. You shall ensure that all technical information (including computer programs 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.
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.
Without limiting Our other rights or remedies, 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 such 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.
24.1. If You:
24.1.1. take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
24.1.2. take any step or action in connection with being made bankrupt, entering any composition or arrangement with Your creditors, having a receiver appointed to any of Your assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
24.1.3. suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of Your business; or
24.1.4. Your financial position deteriorates so far as to reasonably justify the opinion that Your ability to give effect to the terms of the Contract is in jeopardy
then We may, without limiting any other of Our rights under the Contract, terminate the Contract with immediate effect by written notice to You or any person in whom the Contract may have become vested.
The Contract shall not be assigned by You nor sub-contracted as a whole. You shall not sub-contract any part of the Contract without Our written consent, but We shall not refuse or delay such consent unreasonably. The restriction contained in this Condition 25 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.
In connection with this or any other Contract between You and Us You shall not give, provide, or offer to Our staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition 26, 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 resulting from such termination. You acknowledge that We are subject to requirements under the Bribery Act 2010 and the Bangor University Anti-Bribery Policy and shall assist and co-operate with Us accordingly.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
28.1. All notices and communications required to be sent by You or Us in connection with this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first class mail or other next working day delivery service. If sent to You, notices shall be sent to Your registered or head office. If sent to Us, notices shall be sent to the Purchasing Officer, Bangor University, College Road, Bangor, Gwynedd, LL57 2DG. Any notice shall be deemed to have been received:
28.1.1. if delivered by hand, at the time the notice is left at the proper address; and
28.1.2. if sent by pre-paid first class post or other next day delivery service, at 9am on the second business day following the date of posting.
This Condition 28 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
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.
You acknowledge that We are subject to requirements under the FOIA and shall assist and cooperate with Us to enable Us to comply with any such Information disclosure requirements.
Where We receive a request to disclose any information that, under this Contract, is confidential information of Yours, We will notify You and will consult with You. You shall respond to Us within 5 working days of receiving Our notice of the request. In the event that You fail to respond within the requisite period, We reserves the right to disclose any such Information without further recourse to You.
We shall be responsible for determining at Our absolute discretion whether the Information is:-
a. exempt from disclosure in accordance with the FOIA; and
b. to be disclosed in response to a request for Information under the FOIA.
In no event shall You respond directly to a request for Information unless expressly authorised to do so by Us.
You acknowledge that We may be obliged under the FOIA to disclose Information following consultation with You and having taken Your views into account.
31.1. The Contract constitutes the entire agreement between You and Us relating to its subject matter.
31.2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Condition 32, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
This Contract shall be subject to Welsh and English Law and the non-exclusive jurisdiction of the Welsh and English courts.