1. Definitions We, Us, Our and University means Sheffield Hallam University. You, Your and Seller means the person, firm or company to whom the purchase order is addressed and any employees, su!contractors or a"ents of said person, firm or company. #oods means the materials, articles, wor$s and services descried in the contract. %ac$a"in" means any type of pac$a"in" includin" a"s, cases, caroys, cylinders, drums, pallets, tan$ wa"ons and other containers. &uthorised Officer means our employee authorised, "enerally or specifically, y us to ma$e contractual commitments on ehalf of the University. &uthorised means si"ned y our &uthorised Officer. %urchasin" card means our '(S& purchasin" card which is used for low value transactions. %urchase Order means our authorised purchase order Order &mendment means our authorised order amendment or series of order amendments, each order amendment havin" precedence over any earlier order amendment. )ontract has the meanin" "iven in )ondition *. elow. %rice has the meanin" "iven in )ondition +. elow. *. The contract a, You a"ree to sell and we a"ree to purchase the "oods in accordance with the contract. -he contract shall comprise .in order of precedence,/ any order amendments, the purchase order, any special conditions of contract, these #eneral )onditions of %urchase and any other document .or part document, referred to on the purchase order. -he contract shall not include any of your conditions of sale, notwithstandin" reference to them in any document. 0elivery of "oods in response to a purchase order or order amendment shall e ta$en to imply that you have accepted the terms and conditions of this contract. , Where any purchase under the contract is made y use of our purchasin" card such purchase shall e su1ect to these #eneral -erms and )onditions of %urchase. +. Price You will sell us the "oods for the firm and fi2ed price stated in the contract. -his shall in all cases e su1ect to any a"reed provisions included within the contract concernin" price movement determination. (f no price is stated in the contract then the price shall e a fair price, ta$in" into account prevailin" mar$et conditions. -he price shall include stora"e, pac$in", insurance, delivery, installation and commissionin" .as applicale, ut shall e2clude '&-. 3. Variations We shall have the ri"ht, efore delivery, to send you an order amendment addin" to, deletin" or modifyin" the "oods. (f the order amendment will cause a chan"e to the price or delivery date then you must suspend performance of the contract and notify us without delay, calculatin" the new price and delivery date at the same level of cost and profitaility as the ori"inal price. You must allow us at least 14 wor$in" days to consider any new price and delivery date. -he order amendment shall ta$e effect when ut only if our &uthorised Officer accepts in writin" the new price and delivery date within the time you stipulate. (f our &uthorised Officer fails to confirm the order amendment within the time you stipulate then performance of the contract shall immediately resume as thou"h the said order amendment had not een issued .e2cept that we may still e2ercise our ri"ht of cancellation in accordance with )ondition 5,. 5. Our right of cancellation (n addition to our other ri"hts of cancellation under this contract, we may cancel the purchase order and any order amendment thereto at any time y sendin" you a notice of termination. You will comply with any instructions that we may issue with re"ard to the "oods. (f you sumit a termination claim then we will pay to you the cost of any commitments, liailities or e2penditure which, in our reasonale opinion, were a conse6uence of this contract at the time of termination. -he total of all payments made or due to you under this contract, includin" any termination payment, shall not e2ceed the price. (f you fail to sumit a termination claim within three months of the date of our notice of termination then we shall have no further liaility under the contract. 7. Quality and description -he "oods shall/ i, conform in every respect with the provisions of the contract8 ii, e capale of all standards of performance specified in the contract8 iii, e fit for any purpose made $nown to you e2pressly or y implication and in this respect we rely on your s$ill and 1ud"ement8 iv, e new unless otherwise specified on the purchase order and e of sound materials and s$illed and careful wor$manship8 v, correspond to their description or any samples, patterns, drawin"s, plans and specifications referred to in the contract8 vi, e of merchantale 6uality8 vii, comply with any current le"islation. 9. or! on our premises (f the contract involves any wor$s or services, which you perform on our premises, then the followin" conditions shall apply/ a, You shall ensure that you and your employees, your su!contractors and their employees and any other person associated with you will adhere in every respect to the oli"ations imposed on you y current health and safety le"islation. , You shall ensure that you and your employees, your su!contractors and their employees and any other person associated with you will comply with any re"ulations that we may notify to you in writin". c, You shall ensure that you and your employees, your su!contractors and their employees and any other person associated with you carry at all times an accurate form of identity. :. Progress and inspection a, You shall, at your e2pense, provide any pro"rammes of manufacture and delivery that we may reasonaly re6uire. You shall notify us without delay in writin", if your pro"ress falls ehind, or may fall ehind, any of these pro"rammes. , We shall have the ri"ht to chec$ pro"ress at your wor$s or the wor$s of su! contractors at all reasonale times, to inspect and to re1ect "oods that do not comply with the contract. Your su!contractors shall reserve such ri"ht for us. c, &ny inspection or approval shall not relieve you from your oli"ations under this contract. * ;. Pac!aging Unless otherwise stated in the contract, all pac$a"in" shall e non!returnale. (f the contract states that pac$a"in" is returnale, you must "ive us full disposal instructions efore the time of delivery. -he pac$a"in" must e clearly mar$ed to show to whom it elon"s. You must pay the cost of all carria"e and handlin" for the return of pac$a"in". We shall not e liale for any pac$a"in" lost or dama"ed in transit. 14. Safety You shall oserve all le"al re6uirements of the United <in"dom, =uropean Union and relevant international a"reements in relation to health, safety and environment, and in particular to the mar$in" of ha>ardous "oods, the provision of data sheets for ha>ardous materials and all provisions relatin" to food. 11. Delivery a, -he "oods shall e properly pac$ed, secured and despatched at your e2pense to arrive in "ood condition at the time or times and the place or places specified in the contract. , (f you or your carrier deliver any "oods at the wron" time or to the wron" place then we may deduct from the price any resultin" costs of stora"e or transport. 1*. "ate delivery (f the "oods or any part of them are not delivered y the time or times specified in the contract then we may, y written notice, cancel any undelivered alance of the "oods. We may also return for full credit and at your e2pense any "oods that in our opinion cannot e used owin" to this cancellation. (n the case of services, we may have the wor$ performed y alternative means and any additional costs reasonaly so incurred shall e at your e2pense. -his shall not affect any other ri"hts that we have. 1+. Property and ris! a, You shall ear all ris$s of loss or dama"e to the "oods until they have een delivered and shall insure accordin"ly. , Ownership of the "oods shall pass to us/ i, when the "oods have een delivered ut without pre1udice to our ri"ht of re1ection under this contract, and ii, if we ma$e any advance or sta"e payment, at the time such payment is made, in which case you must as soon as possile mar$ the "oods as our property. 13. #cceptance We shall have the ri"ht to re1ect the "oods, in whole or in part, whether or not paid for in full or in part, within a reasonale time of delivery if they do not conform with the re6uirements of this contract. (t is a"reed that we may e2ercise the ri"ht of re1ection notwithstandin" any provision contained in the Sale of #oods &ct 1;9;. We shall "ive you a reasonale opportunity to replace the "oods with new "oods that conform with this contract, after which time we shall e entitled to cancel the purchase order and purchase the nearest e6uivalent "oods elsewhere. (n the event of cancellation under this condition, you shall promptly repay any moneys paid under the contract, without any retention or offset whatsoever. )ancellation of the purchase order under this condition shall not affect any other ri"hts we may have. You must collect all re1ected "oods within a reasonale time of re1ection or we shall return them to you at your ris$ and e2pense. 15. Payment Unless stated otherwise in the contract we shall pay you within +4 days of receipt of a correctly rendered invoice. Your invoice must e addressed to the department indicated on the purchase order and must 6uote the full purchase order numer. We shall not e held responsile for delays in payment caused y your failure to comply with our invoicin" instructions. 17. $our %arranty + (t is e2pressly a"reed etween us that/ a, You shall promptly ma$e "ood, at your e2pense any defect in the "oods that we discover under proper usa"e durin" the first of 1* months of actual use, or 1: months from the date of acceptance y us, whichever period shall e2pire first. Such defects may arise from your faulty desi"n, your erroneous instructions as to use, or inade6uate or faulty materials, or poor wor$manship, or any other reach of your oli"ations, whether in this contract or at law. , ?epairs or replacements will themselves e covered y the aove warranty ut for a period of 1* months from acceptance y us. c, You will ensure that compatile spares are availale to facilitate repairs .where applicale, for a period of at least 14 years from the date of delivery of the "oods. 19. &ndemnity and insurance a, You shall indemnify us a"ainst all loss, actions, costs, claims, demands, e2penses and liailities whatsoever .if any,, which we may incur, either at common law or y statute, in respect of personal in1ury to, or death of, any person, or in respect of any loss or destruction of, or dama"e to property .other than as a result of any default or ne"lect of ourselves or of any person for whom we are responsile, which shall have occurred in connection with any wor$ e2ecuted y you under this contract, or shall e alle"ed to e attriutale to some defect in the "oods. , -his purchase order is "iven on the condition that .without pre1udice to the "enerality of )ondition 19.a,, you will indemnify us a"ainst all loss, costs, claims, demands, e2penses and liailities whatsoever .if any, which we may incur, either at common law or y statute .other than as a result of any default or ne"lect of ourselves or of any person for whom we are responsile, in respect of personal in1ury to, or death of, any of your or our employees, a"ents, su!contractors or other representatives, while on our premises, whether or not such persons are .at the time such personal in1ury or deaths are caused, actin" in the course of their employment. c, You will indemnify us a"ainst any and all loss, costs, e2penses and liailities caused to us, whether directly, or as a result of the action, claim or demand of any third party y reason of any reach y you of these conditions, or of any terms or oli"ations on your part implied y the Sale of #oods &ct 1;9;, the Supply of #oods and Services &ct 1;:*, or any other statute or statutory provision relevant to the contract or to "oods or wor$ covered therey. -his indemnity shall not e pre1udiced or waived y any e2ercise of our ri"hts under )ondition 13. d, You shall hold satisfactory insurance cover with a reputale insurer, to fulfil your insurance oli"ations for the duration of this contract, includin" pulic liaility insurance cover of at least @*A .two million pounds Sterlin",. You shall effect insurance a"ainst all those ris$s arisin" from your indemnity in )ondition 19.c,. Satisfactory evidence of such insurance and payment of current premiums shall e shown to us upon re6uest. 1:. 'ecovery of sums due Whenever under the contract any sums of money shall e recoverale from or payale y you, they may e deducted from any sums then due, or which at any later time may ecome due to you under this contract, or under any other contract you may have with us. 1;. (atters )eyond control (f either party is delayed or prevented from performin" its oli"ations under this contract y circumstances eyond its reasonale control, such performance shall e suspended, and if it cannot e completed within a reasonale time after the due date specified in the purchase order, then the contract may e cancelled y either party. We shall pay to you such sum as may e fair and reasonale, in all the circumstances of the case, in respect of wor$ performed y you under the purchase order prior to cancellation ut only in respect of wor$ from which we have received full enefit as ori"inally contemplated in the contract. -his provision can have effect only if it is called into operation y the party wishin" to rely on it "ivin" written notice to the other to that effect as soon as they ecome aware of the occurrence preventin" performance. *4. #rticles on loan and use of information 3 a, &ll tools, materials, drawin"s, specifications and other e6uipment and data .the &rticles, loaned y us to you in connection with the contract shall remain always our property and e surrendered to us upon demand in "ood and serviceale condition .fair wear and tear allowed, and are to e used y you solely for the purpose of completin" the contract. You a"ree that no copy of any of the articles will e made without the consent in writin" of our &uthorised Officer. Until you return all the articles to us they shall e at your ris$ and insured y you at your own e2pense a"ainst the ris$ of loss, theft or dama"e. &ny loss of or dama"e to such articles shall e made "ood y you at your e2pense. &ll scrap arisin" from the supply of such articles must e disposed of at our discretion and all proceeds of sales of such scrap must promptly e paid to us in full. , &ny information derived from our property, or otherwise communicated to you in connection with the contract, shall e $ept secret and confidential and shall not without the consent in writin" of our &uthorised Officer e pulished or disclosed to any third party, or made use of y you, e2cept for the purpose of implementin" the contract. *1. O%nership of results (f the contract involves desi"n andBor development wor$/ a, &ll ri"hts in the results of wor$ arisin" out of or derivin" from this contract, includin" inventions, desi"ns, copyri"ht and $nowled"e, shall e our property and we shall have the sole ri"ht to determine whether any letters patent, re"istered desi"n, trademar$ and other protection shall e sou"ht. , You shall promptly communicate to us all such results and shall, if re6uested and at our e2pense, do all acts and thin"s necessary to enale us or our nominee to otain letters patent, re"istered desi"ns and other protection for such results in all territories and to assi"n the same to us or our nominee. c, You shall ensure that all technical information .includin" computer pro"rams and pro"rammin" information, arisin" out of, or derivin" from this contract, is held in strict confidence, e2cept for any such information which ecomes pulic $nowled"e other than y reach of this contract. **. &nfringement of patents a, -he price shall include all royalties, licence fees or similar e2penses in respect of the ma$in", use or e2ercise y you of any invention or desi"n for the purpose of performin" the contract. , With the e2ception of "oods made to our desi"n or instructions, you warrant that neither the "oods, nor our use of them, will infrin"e any patent re"istered desi"n, trade mar$, copyri"ht, or other protected ri"ht and underta$e to indemnify us a"ainst all actions, claims, demands, costs, char"es and e2penses, arisin" from, or incurred y reason of any infrin"ement or alle"ed infrin"ement of any such ri"ht. *+. 'ace 'elations -he contractor shall/ a, aide y all =uropean and U< le"islation and codes of practice relatin" to the ?ace ?elations &ct or such re!enactment as shall e in force for the time ein" , comply with the provisions of S91.1, of the ?ace ?elations &ct 1;97 .as amended, as if the )ontractorBSupplier were a ody within the meanin" of Schedule 1& of the &ct .or any =uropean e6uivalent which shall e deemed to include without limitation an oli"ation to have due re"ard to the need to eliminate unlawful racial discrimination and to promote e6uality of opportunity and "ood relations etween persons of different racial "roups, c, comply with the provisions of %arts ((, ((( and (' of the &ct, where appropriate d, comply with the provisions of S9 of the &ct in all dealin"s with su!contractors e, not discriminate directly or indirectly a"ainst any person ecause of their colour, race, nationality or ethnic or national ori"in in decisions to recruit, train, promote, discipline or dismiss employees8 and f, for purposes of ensurin" compliance with the aove clauses *+c, to e, aove, oserve as far as possile the provisions of the )ommission for ?acial =6ualitys )ode of %ractice 5 ", comply at all times with the Universitys own employment policy and codes of practice relatin" to racial discrimination and e6ual opportunities, copies of which are availale on re6uest h, 1* months from the date of this &"reement and annually thereafter sumit a report statement to the University demonstratin" its compliance with clauses *+.a,, f, and ", aove. *3. Confidentiality &ll information related to the contract will e treated as commercial in confidence y the University e2cept that disclosure maye made of such information relatin" to the outcome of the procurement process as may e re6uired to e pulished in the Official Cournal of the =uropean Union or elsewhere in accordance with =) 0irectives or #overnment policy on the disclosure of information re"ardin" "overnment contracts. -his disclosure may include the numer of tenders received the identity of the successful tenderer, the winnin" contract price, the specification of "oods or services to e supplied, terms and conditions of contract, 6uality and performance standards and suse6uent performance a"ainst those 6uality and performance standards. *5. *on+o)servance of conditions (f you reach or fail to oserve any provision of this contract we may "ive you written notice of such reach or non!oservance and you shall have *: days from receipt of the notice in which to rectify the reach or non!oservance. Should you fail to rectify the reach or non!oservance, then we shall have the ri"ht to "ive you written notice terminatin" the contract with immediate effect. *7. $our insolvency (f you ecome insolvent or an$rupt, or .ein" a company,, ma$e an arran"ement with your creditors or, have an administrative receiver or administrator appointed, or commence to e wound up .other than for the purposes of amal"amation or reconstruction,, we may, without replacin" or reducin" any other of our ri"hts, terminate the contract with immediate effect, y written notice to you or any person in whom the contract may have ecome vested. *9. #ssignment and su)+letting -he contract shall not e assi"ned y you nor su!let as a whole. You shall not su!let any part of the contract without our written consent, ut we shall not refuse such consent unreasonaly. -he restriction contained in this condition shall not apply to su!contracts for materials, for minor details, or for any part of which the ma$ers are named in the contract. You shall e responsile for all wor$ done and "oods supplied y all su! contractors. *:. Corrupt gifts (n connection with this or any other contract etween you and us, you shall not "ive, provide, or offer to our staff and a"ents any loan, fee, reward, "ift or any emolument or advanta"e whatsoever. (n the event of any reach of this )ondition, we shall, without pre1udice to any other ri"hts we may possess, e at lierty forthwith to terminate this and any other contract and to recover from you any loss or dama"e resultin" from such termination. *;. aiver & failure at any time to enforce any provision of the contract shall in no way affect the ri"ht at a later date to re6uire complete performance of the contract, nor shall the waiver of the reach of any provision e ta$en or held to e a waiver of any suse6uent reach of the provision or e a waiver of the provision itself. +4. *otice 7 &ll notices and communications re6uired to e sent y you or us in this contract shall e made in writin" and sent y first class mail and if sent to you, sent to your re"istered or head office and if sent to us, sent to our &uthorised Officer and shall e deemed to have reached the party to whom it is addressed, on the ne2t usiness day, followin" the date of postin". +1. #mendment Do addition, alteration or sustitution of these conditions will ind us, or form part of the contract, unless and until accepted in writin" y our &uthorised Officer. +*. Data Protection a, -he contractor must protect personal data in accordance with the provisions of the 0ata %rotection &ct 1;;: and must ensure the reliailtiy of its staff who have access to the data. , -he contractor shall indemnify the University a"ainst all claims and proceedin"s and all liaility, loss, costs and e2penses incurred in connection therewith made or rou"ht y any person in respect of any loss, dama"e or distress caused to that person y the disclosure of any personal data y the contractor, its employees or a"ents. ++. "a% -his contract shall e su1ect to =n"lish Eaw and the e2clusive 1urisdiction of the =n"lish courts. 9