Purchase order standard terms and conditions

Details of the standard terms and conditions for our purchase orders.

  1. These Standard Terms and Conditions are incorporated into and form part of the Purchase Order. The Purchase Order is comprised of these Standard Terms and Conditions together with the face page(s) including any other documents referenced in the face page(s) as being part of the Purchase Order
  2. In these Conditions, 'the Authority' means Somerset West and Taunton Council, 'the Seller' means the supplier of goods and/or services described on the face of this Order, 'the Order' means the Authority’s purchase order for such goods and/or services and 'the Contract' means the contract, subject to these Conditions, arising from the Seller’s acceptance of the Order
  3. These Conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the Seller whether in negotiation or at any stage in the dealings between the Authority and the Seller with reference to the goods and/or services to which this Contract relates. Without prejudice to the generality of the foregoing, the Authority will not be bound by any standard or printed terms furnished by the Seller in any of its documents, unless the Seller specifically states, in writing, separately from such terms that it intends such terms to apply and the Authority acknowledges such notification in writing
  4. No Contract is recognised in respect of goods and/or services without the Authority’s properly issued purchase order number
  5. The Authority reserves the right to place orders for goods and/or services to the same or similar Specification with other suppliers or its own labour
  6. The headings to the clauses of these Conditions of Contract are for ease of reference only and shall not affect the construction of this Contract

  1. Neither the Authority nor the Seller shall be bound by any variation, waiver of, or addition to these Conditions except as agreed by both parties in writing and signed on their behalf

  1. The Seller shall ensure that all goods covered by this Order comply in all respects with their represented specification, capacity, performance level, catalogue, details, drawings, photographs or samples supplied as appropriate (hereinafter 'Specification') failing which the Authority shall be entitled to reject in whole or in part the goods and/or services, at its discretion, receive replacements or full credit from the Seller
  2. The goods shall comply with the Specification throughout their respective useful working lives
  3. The Authority shall be entitled at any time not later than five working days prior to the specified date of delivery to vary the Specification. Any such variations shall be at the Authority’s reasonable expense and any reasonable savings shall be passed on to the Authority

  1. If the purpose for which the goods are required is made known to the Seller expressly or by implication the goods shall be fit for that purpose

  1. The purchase price must not be higher than shown on the face of this Order. Any change to the purchase price or any other term or condition of this Order must be authorised in writing by the Authority

  1. Payment is due 30 days from the date of the Seller’s valid VAT invoice for the goods and/or services concerned subject always to any other period of payment that may be agreed in writing with the Seller. Invoices shall be deemed valid should they contain the Purchase Order number, description of goods and/or services, quantities, unit prices and total purchase price with all taxes stated separately
  2. The Seller is only entitled to invoice the Authority for goods on completion of delivery
  3. All invoices must clearly detail the Authority’s purchase order number. Failure to do so will result in non-payment
  4. The Authority shall be entitled to set against or deduct from any sum due to the Seller the price of any rejected or returned or defective goods, short deliveries, lost or damaged goods and any other sums to which the Authority may be entitled as against the Seller under any contract or agreement whatsoever

  1. The time stated for delivery shall be of the essence
  2. The goods must be delivered carriage paid to such destination as the Authority may direct
  3. The goods shall be delivered and off-loaded at the Seller’s risk
  4. All goods supplied for this Contract on a price for weight basis shall be delivered over the Authority’s weighbridge. The nett weight so recorded shall be the Contract weight
  5. If the Seller does not deliver the goods or any part thereof within the time specified in the Contract or the rendering of services are not completed by the date or dates specified, the Authority shall be entitled to terminate the Contract, purchase other goods and/or services of the same or similar Specification to make good such default, and recover from the Seller the amount by which the cost of so purchasing other goods and/or services exceeds the price which would have been payable to the Seller in respect of the goods and/or services replaced by such purchase, without prejudice to any other remedy for breach of contract
  6. The Authority reserves the right by notice three working days prior to the delivery date to require the Seller to hold or defer delivery of the goods and/or services for up to thirty days from the original delivery date at no extra cost or charge to the Authority

  1. The property in the goods shall pass to the Authority when the goods have been delivered to the Authority

  1. If any of the goods, or the packages containing the same, do not comply with the Contract including quantity, quality or Specification, the Authority shall be entitled to reject those goods or any part of them at any time after delivery, irrespective of whether the Authority has accepted them. Any acceptance of such goods by the Authority shall be without prejudice to any rights that the Authority may have against the Seller
  2. Any goods rejected in accordance with paragraph 9.1 above shall be collected by the Seller at his expense and risk immediately after receipt of notice of such rejection and if not removed within seven days after despatch of such notice the Authority may cause the goods to be returned, removed, sold or otherwise disposed of and charge the Seller with all expenses incurred in so doing. The Authority shall not be liable for any damage or loss thereby sustained by the Supplier

  1. The goods shall be of merchantable quality and free from defects in material, workmanship and design for a period equivalent to the Seller’s customary warranty but in any event for a minimum of twelve months from date of delivery

  1. Nothing in this Order alters the Seller’s ownership of any intellectual property it owned prior to this Contract. The Authority shall own all materials delivered and all intellectual property created by the Seller in performing its obligations under this Contract
  2. Except to the extent that the goods embody designs prepared by the Authority, the Seller shall indemnify infringement or alleged infringement of any patent, registered design, trademark, copyright or other protected right arising out of the supply or use of the goods but excluding infringement arising only from the use of the goods in combination with other goods not supplied by the Seller
  3. The Authority shall promptly notify the Seller of the bringing of any such claim or proceedings and the Seller may at his own expense and on giving reasonable security to the Authority deal with the same in the name of the Authority provided the Seller takes over the conduct of all negotiations and proceedings within fourteen days of the Authority’s notification

  1. The Seller shall at all times comply with its obligations under the Data Protection Legislation as to security of data

  1. The Seller shall indemnify, defend and hold harmless the Authority against all losses, liabilities, claims, costs and expenses whether direct or consequential which the Authority may suffer howsoever arising from the Seller’s breach of any of its obligations under this Contract
  2. The Seller shall indemnify, defend and hold harmless the Authority against all losses, liabilities, claims, costs and expenses incurred by them howsoever arising whether wholly or in part resulting from a breach of the Modern Slavery Act

  1. The Seller shall not assign or transfer the whole or any part of this contract or subcontract the production or supply of any goods and/or services to be supplied under this contract without the prior written consent of the Authority (except for materials or for minor details)

  1. The Seller must ensure that they take out and maintain the relevant insurance policies which are deemed reasonable to indemnify the goods and/or services as described in this Order
  2. The Seller shall indemnify the Authority against all losses, liabilities, claims, costs and expenses that may result from loss of or damage to any property (including that of the Authority) or injury to or the death of any person (including any employee of the Authority) that may arise out of any act or omission of the Seller, his employees, agents or subcontractors in connection with the Contract
  3. Except in respect of claims for personal injury or death or loss of or damage to property conferring on a person other than the Authority a good cause of action against the Seller the liability of the Seller arising under paragraph 14.1 for any one act or omission shall not exceed (unless otherwise stipulated by the Authority prior to the Contract being entered into) the price of the goods or £500,000 or whichever is the greater
  4. The Seller shall insure against his legal liability arising under paragraph 15.1 above. Such insurance shall extend to indemnify the Authority in the minimum sum (subject to paragraph 15.4) of £500,000 unless otherwise stipulated in writing by the Authority prior to the Contract being entered into. Satisfactory evidence of such insurance and payment of the current premium shall be shown to the Authority on request
  5. The insurance effected by the Seller under paragraph 15.3 in respect of his employees shall be for a minimum of £10,000,000

  1. The Authority may by written notice cancel the Contract and recover any resulting loss from the Seller if the Seller, his employees, agents or subcontractors with or without his knowledge has offered, given or agreed to give any person any gift or consideration of any kind as an inducement or reward for doing or not doing anything in relation to the obtaining of this or any other contract with the Authority or for showing favour or not showing disfavour to any person in relation to this or any other contract with the Authority
  2. The Authority may by written notice cancel the Contract and recover any resulting loss from the Seller if the Seller, his employees, agents or subcontractors with or without his knowledge has committed an offence under the Bribery Act 2010 or given any fee or reward the receipt of which is an offence under Section 117 of the Local Government Act 1972

  1. The Authority may by written notice cancel the Contract if the Seller becomes bankrupt or being a company goes into liquidation (other than for purposes of amalgamation or reconstruction) or suffers a receiver to be appointed or has an administration order made on it
  2. The Authority may also terminate this Order or any part thereof for the sole convenience of the Authority

  1. The Seller shall keep confidential all information relating to the Authority and its business which it may gain as a result of carrying out the Contract or otherwise and not disclose the existence of the Contract  other than as necessary for the performance of the Contract without the Authority’s prior written consent

  1. The Authority may delay delivery and/or acceptance occasioned by causes beyond its control

  1. Any dispute or difference as to the construction of the Contract documents or in any way arising out of, or incidental to, the Contract shall except insofar as is otherwise provided be determined by arbitration in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure

  1. Any notice to be given under the contract shall be in writing and shall be deemed to have been duly delivered if (i) on the delivery date (if personally delivered), or if delivered by confirmed facsimile or e-mail, (ii) one (1) business day after delivery date to any national overnight courier directing delivery on the next business day with receipt requested, or (iii) three (3) business days after deposit with a registered postal services company with return receipt requested, with adequate postage paid
  2. All communications to the Authority must be addressed to the Procurement Service, PO Box 866, Taunton, TA1 9GS

  1. This Contract shall be governed by English Law

  1. The Council has a duty to be transparent in the ways in which it uses public funds. This includes publishing information each month on our website of payments we make to our suppliers, where the spend is above £500. The information we publish will include the name of the supplier, the date of the transaction, a brief description of the goods or services provided and the date and value of payment (excluding VAT) made by the Council
  2. The name of sole traders (individuals trading under his or her name for business purposes) will generally be included within this publication. Any individual trading with the Council not wishing their name to be published should contact the Council's Freedom of Information Office via the general enquiries online form to request a redaction of their details, giving reasons for the request