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Kennet District Councils Standard Terms and Conditions

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Last revised: 15 October 2008

  1. General
    These terms and 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 Buyer and Seller with reference to the goods or services to which this contract relates. Without prejudice to the generality of the foregoing, the Buyer will not be bound by any of the Sellers documents, unless the Seller specifically states, in writing, separately from such terms that it intends such terms to apply and the Buyer acknowledges such notification in writing. References in this contract to goods shall include services

  2. Variation
    Neither the Buyer nor the Seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing.

  3. Specification, Description, Sample
    The goods shall be of merchantable quality and free from defects and be in conformity with the specifications, drawings, samples or other descriptions of the goods contained or referred to in this contract and in any event be satisfactory given the purpose for which the goods are required.

  4. Patents
    The Seller shall indemnify the Buyer from and against all costs, claims, proceedings or demands in respect of any infringement of letters patent, registered design, trade mark or copyright arising out of the sale or use of any goods supplied under this contract, provided always that the Seller shall not be required to indemnify the Buyer against such infringements where the goods are supplied to the particular design or specification of the Buyer.

  5. Price
    The prices stated in this purchase order are firm and may only be varied with the consent of both parties in writing.

  6. Payment
    The Buyer shall pay for goods at the end of the month following the month on which the goods are received or in which the invoice for such goods is received whichever is the later.

  7. Delivery, Carriage and Risk
    The goods or services must be delivered carriage paid to such destination as the Buyer states in the contract at the Seller’s risk unless otherwise agreed. Without prejudice to our option to cancel, goods not despatched in time for delivery by the date(s) specified shall be delivered at the Seller’s expense, by express service at our option.

  8. Time
    The Seller shall deliver the goods at the time specified in the contract, time shall be of the essence and shall begin to run from the time specified. The Buyer reserves the right to cancel the contract or any part of it if not executed within the time specified.

  9. Rejection
    If any of the goods, or packages containing the same, do not comply with the purchase order or with any term of this contract including quantity, quality or description, the Buyer shall be entitled to reject those goods or any part of them at any time after delivery, irrespective of whether the Buyer has accepted them. Any acceptance of such goods by the Buyer shall be without prejudice to any rights that the Buyer may have against the Seller. The Buyer shall be entitled to return any rejected goods, carriage forward, to the Seller at the risk of the Seller.

  10. Non-Delivery
    If the Seller does not deliver the goods or any part thereof within the time specified in the contract, the Buyer shall be entitled to terminate the contract, purchase other goods of the same or similar description to make good such default, and recover from the Seller the amount by which the cost of so purchasing other goods exceeds the price which would have been payable to the Seller in respect of the goods replaced by such purchase, without prejudice to any other remedy for breach of contract.

  11. Property
    The ownership in the goods shall pass to the Buyer on delivery without prejudice to any right of rejection which may accrue to the Buyer under these conditions.

  12. Force Majeure
    Neither the Seller or the Buyer shall be liable to the other for any failure to fulfil its obligations under the contract if such failure is caused by circumstances beyond its reasonable control.

  13. Indemnity
    The Seller shall indemnify the Buyer against all claims, costs, expenses, losses or damage whether direct or consequential which the Buyer may suffer howsoever arising from the Seller’s breach, express or implied or non-observance of any of its obligations under this contract.

  14. The Seller will comply with the Data Protection Act 1998, Freedom of Information Act 2000, Human Rights Act 1998, Disability Discrimination Act 1995 and Race Relations Act 1976 (all as amended from time to time) insofar as it places obligations upon the Contractor in the performance of its obligations under this Contract.

  15. Assignment and Subcontracting
    The Seller shall not assign or transfer the whole or any part of this contract or subcontract without the prior written consent of the Buyer.

  16. Law
    English law shall be the proper law of this contract and the parties submit to the jurisdiction of the English courts.

  17. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract.

  18. Termination
    The Buyer shall be at liberty to terminate this Contract and to recover any losses resulting therefrom from the Seller (including costs associated with entering into a replacement contract with another party or otherwise establishing a replacement service) as from the date of service of such notice if:

18.1 The Seller breaches any of its obligations in connection with or in relation to this contract and either:

(i) such breach is capable of remedy and the Seller shall have failed to remedy such breach within 30 days of written notice to the Seller specifying the breach and requiring its remedy; or

(ii) such breach is not capable of remedy

18.2 There is a change of control (as defined by S146 Income and Corporation Taxes Act 1988) in the Seller

18.3 The Seller is wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation or a receiver manager or administrator on behalf of a creditor appointed in respect of the business or any part of it or circumstances arise which entitles the Court or a creditor to appoint a receive manager or administrator or which entitles the Court otherwise than for the purposes of a bona fide reconstruction or amalgamation to make a winding up order or the Seller is unable to pay its debts within the meaning of S123 Insolvency Act 1986

18.4 If the Seller shall have offered or given or agreed to give any person employed by the Buyer or acting on its behalf any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of this contract or any other contract with the Buyer

18.5 If the Seller shall have entered into this contract if in connection with it commission has been paid or agreed to be paid to any person employed by the Buyer or acting on its behalf by the Seller or on the Sellers behalf or to the Sellers knowledge

18.6 If the Seller has committed any offence under the Prevention of Corruption Acts 1889-1916

18.7 If the Seller is unable or prevented from carrying out its duties under this contract through incapacity or any other cause

18.8 If the Seller is guilty of any act which brings the Buyer into disrepute or which in the Buyers reasonable opinion is prejudicial to its interests

18.9 Termination shall not affect any right of action or remedy which shall have accrued or shall accrue to either party