1. Definitions
1.1 The term “Buyer” shall be Bucks Students’ Union or its subsidiaries.
1.2 The term “Seller” shall mean the person, firm, company or institution to whom the Purchase Order is issued.
1.3 The term “Goods” includes all Goods covered by the Purchase Order; whether raw materials, processed materials or fabrication products.
1.4 The term “Packages” includes bags, boxes, cases, carboys, cylinders, drums, pallets any other container.
1.5 The term “Contract” shall mean the Agreement, the Purchase Order or any special conditions. Should there be a Contract, it shall have precedence unless otherwise specified by the Buyer in writing.
2. Quality
In the absence of a specification, or sample, all Goods supplied shall be within the normal limits of industrial quality standards. All machinery must carry a CE/UKCA mark, where appropriate, to demonstrate that it complies with all relevant legal requirements and health and safety standards.
3. Delivery date
The date of delivery of the Goods shall be that specified in the Purchase Order, unless agreed otherwise between the Buyer and Seller. The Seller shall furnish such programmes of manufacture and delivery as the Buyer may reasonably require and the Seller shall give notice to the Buyer as soon as practicable if such programmes are or are likely to be delayed. Should the Seller fail to meet the delivery date agreed, at the time of placing the order, then the Buyer withholds the right to cancel the order and obtain the goods elsewhere and to recover from the Seller any excess costs incurred over the contract price, including all charges and expenses involved in obtaining the goods elsewhere.
4. Incorrect delivery
All goods must be delivered at the delivery point specified in the Purchase Order. If goods are incorrectly delivered, the Seller will be held responsible for delivering them to their correct destination with all possible speed and any additional expenses incurred in doing so.
5. Passing property and risk to the buyer
The property and risk shall remain with the Seller until they are delivered at the point specified in the Purchase Order and signed for by an authorised person notwithstanding clause 8.
6. Terms of payment
Unless otherwise stated in the Purchase Order, payment will be made within 30 days of receipt and agreement of the invoice. Value Added Tax, where applicable, shall be shown separately on all invoices
7. Loss or damage in transit
7.1 The Buyer shall advise the Seller, and the Carrier, if applicable, in writing of any loss or damage, within the following time limits:
7.1.1 Partial loss, damage, defects or non-delivery of part of the consignment shall be advised at the time of receipt.
7.1.2 Non-delivery of whole consignments shall be advised within 21 days of notice of dispatch by the Seller in writing.
7.2 The Seller shall make good, or replace at the direction of the Buyer, free of charge to the Buyer, any loss or damage to or defect in the Goods, where notice is given by the Buyer in compliance with this condition, provided that the Buyer shall not in any event claim damages in respect of loss of profits.
8. Acceptance
In the case of goods delivered by the Seller not conforming with the Contract, whether by reason of quality, quantity or being unfit for the purpose for which they are required, where such purpose has been made known in writing to the Seller, the Buyer shall have the right to reject such goods within a reasonable time of delivery, and to purchase the goods elsewhere, but without prejudice to any other right which the Buyer may have against the Seller. The making of payment shall not prejudice the Buyer’s right of rejection. Before exercising the said right to purchase elsewhere, the Buyer shall give the Seller reasonable opportunity in view of the Buyers timescale, to replace Goods with Goods which conform to the Contract. If the goods are rejected, as described above, the Seller shall remove them at their own expense with all possible speed. If the Seller fails to collect all goods within 7 days, having been given reasonable access by the Buyer, the Goods shall be returned to the Seller, and the Buyer shall charge the Seller all expenses incurred.
9. Variations
The Seller shall not alter any of the Goods except as directed in writing by the Buyer, but the Buyer shall have the right, from time to time during execution of the Contract, by notice in writing, to direct the Seller to add or to omit, or otherwise vary, the Goods, and the Seller shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Contract. Where the Seller receives any such directions from the Buyer which would result in an amendment to the Contract price, the Seller shall, with all possible speed, advise the Buyer in writing giving the additional charges, ascertained and determined at the same level of pricing as that contained in the Seller’s tender. If, in the opinion of the Seller, any such direction is likely to prevent the Seller from fulfilling any of their obligations under the Contract, they shall notify the Buyer and the Buyer shall decide, with all possible speed, whether or not to accept the Contract variations, and shall confirm their instructions in writing. Until the Buyer so confirms their instruction they shall be deemed to have been given.
10. Patent rights
The Seller will indemnify the Buyer against any claim or infringement of letter patent, registered design, trademark or copyright by the use or sale of any article or material supplied by the Seller to the Buyer, and against all costs and damages which the Buyer might occur in any action for such infringements, or for which the Buyer may become liable in such an action. This indemnity shall not apply to any infringement which is due to the Seller having followed any instruction given by the Buyer in writing, or for the products use in a manner specified or disclosed to the Seller, or where such article or material is used in association or combination with any other article or materials not supplied by the Seller. Provided also that this indemnity is conditional on the Buyer giving the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer, and on the Buyer permitting the Seller, at the Seller’s expense to conduct any litigations that may ensue and all negotiations for a settlement of the claim. The Buyer on their part warrants that any instruction furnished or given to them shall not be such as will cause the Seller to infringe any letters patent, registered design, trademark or copyright in the execution of the Purchase Order.
11. Force majeure
Neither party shall be liable for failure to perform its obligations under the Contract, if such failure results from circumstances which could not have been contemplated, and which are beyond either party’s reasonable control
12. Assignment and sub-letting
The Contract shall not be assigned by the Seller or sub-let as a whole. The Seller shall not sub-let any part of the work without the Buyer’s written consent, which shall not be reasonably withheld. The restriction contained in this clause shall not apply to sub-contracts for materials for minor details, or for any part of which the makers are named in the Contract. The Seller shall be responsible for all work done and goods supplied by all sub-contractors.
13. Copies and sub-orders
Where the Buyer has consented to the placing of sub-contracts, copies of each order shall be sent by the Seller to the Buyer immediately it is issued.
14. Progress and inspection
The Buyer’s representatives shall have the right to be informed of progress and to inspect all Goods at the Seller’s works, and the work of the sub-contractors, at all reasonable times, and to reject goods that do not comply with the terms of the Contract. Any inspection, checking, approval or acceptance given on behalf of the Buyer shall not relieve the Seller or his sub-contractors from any obligation under the Contract.
15. Buyer’s right in specification, plans, process information etc
Any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer to the Seller in connection with the Contract, shall remain the property of the Buyer, and any information derived therefrom or otherwise communicated to the Seller in connection with the Contract shall be kept secret and shall not, without the written consent of the Buyer, be published or disclosed to any third party, or made use of by the Seller except for the purpose of implementing the Contract. Any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer must be returned to the Buyer on fulfilment of Contract.
16. Free issue material
Where the Buyer, for the purpose of the Contract, issues materials ‘free of charge’ to the Seller, such materials shall be, and remain the property of the Buyer. The Seller shall maintain all such materials in good order and condition subject, in the case of tooling, patterns and the like, to fair wear and tear. The Seller shall use such materials solely in connection with the Contract. Any surplus materials shall be disposed of at the Buyer’s discretion. Waste of such materials arising from bad workmanship or negligence of the Seller shall be made good at the Seller’s expense. Without prejudice to any other rights of the Buyer, the Seller shall deliver up such materials whether further processed or not to the Buyer on demand.
17. Hazardous goods
17.1 Hazardous goods must be marked by the Seller with relevant international danger symbols and display the name of the materials in English. Transport and other documents must include declaration of the hazard and name of the materials in English. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Seller shall observe the requirements of UK and international agreements relating to the packing, labelling and carriage of hazardous goods.
17.2 All information held by, or reasonably available to the Seller regarding any potential hazards known or believed to exist in the transport, handling or use of the goods shall be promptly communicated to the Buyer.
18. Packages
18.1 Where the Buyer has an option to return packages, the Buyer will ensure they are empty and in good order, consigned ‘carriage paid’ unless otherwise agreed, to the Seller’s supplying works or depot indicated by the Seller, and will advise the Seller of the date of dispatch. date of dispatch.
18.2 Where goods are delivered by road vehicle, available empty packages may be returned by the same vehicle..
19. Warranty
The Seller shall, as soon as reasonably practicable, repair or replace all goods which are, or become defective within 12 months from commencement of use or 18 months from delivery, whichever is shorter, where such defects occur under proper usage and are due to faulty design. Where the Buyer is supplied with erroneous instructions as to use, or inadequate or faulty materials or workmanship, or any other break of the Seller's warranties, expressed or implied, the Seller shall be liable for replacement, repair or full refund. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any), whichever is most appropriate after repair or replacement. The Seller shall be liable for damages (if any), in respect of each Purchase Order, up to the limit of the price of the goods covered by that Purchase Order, provided that buyer shall not in any event claim damages in respect of loss of profit. The foregoing states the entire liability of defective goods is that of the Seller, other than liability arising under clause 7 (Loss or Damage in Transit).
20. Insolvency and bankruptcy
If the Seller becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) the Buyer may, without prejudice to any other of his rights, terminate the contract forthwith by notice to the Seller or any other person in whom the Contract may have become vested in writing.
21. Power to cancel contract
In the event of the Seller offering, giving or agreeing to give, any person any gift, consideration of any kind, as an inducement or reward, for doing or forbearing to do, or having done or forborne to do, any action in relation to the obtaining or execution of the Contract, or any other contract with the Buyer, or for showing or forbearing to show favour or disfavour, to any person in relation to the Contract, or any other contract with the Buyer, or if the like acts shall have been done by any person employed by him, or action on his behalf (whether with or without the knowledge of the Seller), or if in relation to any contract with the Buyer, the Seller or any person employed by him, or acting on his behalf, shall have committed any offences under the Prevention of Corruption Acts 1889 to 1916, the Buyer shall be entitled to cancel the Contract, and to recover from the Seller the amount of any loss resulting from such cancellation.
22. General conditions in the tender
No conditions submitted or referred to by the Seller when tendering shall form part of the Contract unless otherwise agreed to in writing by the Buyer.
23. Construction of contract
The construction validity and performance of the Contract shall be governed by English law.