Standard Terms and Conditions
Skelmersdale & Ormskirk College Standard Terms and Conditions for The Purchase of Goods and/or Services
(“the Conditions”)
1. Interpretation
1.1 In these Conditions the following words shall have the following meanings:
“Access Law” means the Freedom of Information Act 2000 and the Environmental Information Regulations 2004, as either may be amended from time to time or any other applicable legislation or codes of practice governing access to information in force from time to time;
“Authorised Officer” means the College’s employee authorised, either generally or specifically, by the College to sign its purchase order, confirmation of which may be obtained from the Finance Department;
“the College” means Skelmersdale & Ormskirk College whose main place of business is situated at Yewdale, Skelmersdale, WN8 6JA. and has charitable status;
“the Contract” means the Order and the Supplier’s acceptance of the Order;
“Delivery Address” means the place specified on the Order to which the Goods will be delivered and/or the premises where the Services will be performed;
“Goods” means any goods agreed in the Contract to be purchased by the College from the Supplier (including any part or parts of them);
“in writing” means by letter fax or e-mail to the Authorised Officer
“Order” means the College’s official written instruction to supply Goods and/or Services, incorporating these Conditions;
“Packaging” means any type of package including but without limitation bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers;
“Supplier” means the person, firm or company who accepts the College’s Order;
“Services” means any Services agreed in the Contract to be purchased by the College from the Supplier or to be provided by the Supplier to the College
1.2 In these Conditions references to any statute or statutory provision, shall unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions the headings will not affect the construction of these Conditions.
1.5 Reference to statutory obligations and requirements shall include obligations arising under Articles of the Treaties establishing the European Community and Union and directives of the European Union as well as UK Acts of Parliament and subordinate legislation.
2. Application Of Terms
2.1 These Conditions and any formal letter from the College accompanying them or any signed agreements of which they form part are the only conditions upon which the College is prepared to contract with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions save where expressly agreed or stated otherwise in writing by an Authorised Officer of the College. These Conditions will not exclude or limit any party’s liability for any fraudulent act or for death or personal injury caused by its negligence.
2.2 Each Order for Goods and/or Services by the College from the Supplier shall be deemed to be an offer by the College to purchase Goods and/or Services subject to these Conditions and no Order shall be accepted until the Supplier either expressly by giving notice of acceptance or impliedly by fulfilling the Order, in whole or in part, accepts the offer.
2.3 For the avoidance of doubt, terms or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or similar document will not form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.
2.4 These Conditions apply to all the College’s purchases and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by an Authorised Officer of the College.
3. Supplier’s Warranties as to Quality Defects And Specifications
3.1 The Goods shall be of the best quality, safe and fit for any purpose held out by the Supplier or made known to the Supplier at the time the Order is placed by the College.
3.2 The Goods shall:-
3.2.1 be fully compliant with all applicable statutory requirements, regulations, EU regulations relating to the manufacture and sale of goods, product safety, packaging, labelling (including the appropriate British standard or equivalent specification) unless agreed otherwise;
3.2.2 be free from defects in design, material and workmanship; and
3.2.3 conform in all respects (including quantity and description) with the Order and specification supplied or advised by the College to the Supplier and where no specification or sample has been provided, shall meet the College’s performance criteria and perform to best industry practice.
3.3 The Supplier warrants to the College that the Services:-
3.3.1 will be performed professionally and safely by fully qualified and trained personnel with all due care and diligence and to such high standards of quality as it is reasonable for the College to expect in all the circumstances;
3.3.2 will comply with all statutory requirements, regulations, bye-laws and EU directives and regulations relating to the provision of services; and
3.3.3 will comply with all standards of performance specified in the Contract.
3.4 The Supplier warrants that all information, representations or statements provided by it to the College in connection with the Goods and/or the Services are accurate. The Supplier acknowledges that the College was induced to contract with it in reliance upon such information, representations and statements.
3.5 The Supplier warrants that the supply of the Goods to the College and the use and/or sale of the Goods by the College in the course of its business do not and will not infringe any trade mark, copyright, patent, licence, royalty, moral or design right or other intellectual property or third party right whatsoever.
3.6 The Supplier warrants that the College will be free to use and/or sell the Goods without payment of any royalty, licence fee or other payment to any third party of whatever nature (except United Kingdom value added tax arising on sale).
3.7 The Supplier warrants that it will on the date of delivery of the Goods hold full, clear and unencumbered title in and to the Goods and will on the date of delivery of the Goods have full right and power to transfer the Goods to the College whereupon the College will acquire valid and unencumbered title thereto.
3.8 The College’s rights under these Conditions are for the avoidance of doubt in addition to any statutory or common law rights (including, without limitation, any rights arising under the Sale of Goods Act 1979 (as amended) and the Supply of Goods and Services Act 1982) implied in its favour.
3.9 The Supplier will comply and will ensure that the Goods and Services comply and that its agents, employees and sub-contractors comply with all legal and statutory obligations, provisions and regulations including, without limitation, the Health and Safety at Work Act 1974, the Consumer Protection Act 1987, the Environment Protection Act 1990, the Data Protection Act 1998, the Construction Design and Management Regulations 1994, the Building Regulations 2000 and the General Product Safety Regulations 2005. Where the Goods are produced outside the European Union, the Supplier will use its best endeavours to ensure that it, its agents and suppliers will comply with the health, safety, labour, welfare, hygiene and environmental laws in the country of production.
3.10 Without prejudice to its other obligations and undertakings the Supplier will use its best endeavours to comply with best practice from time to time in relation to sound sourcing, health, safety, hygiene, environmental standards and staff welfare.
3.11 At any time prior to delivery of the Goods and/or the Services to the College, the College shall have the right to inspect and test the Goods or assess the Services at all times.
3.12 If the results of such inspection or testing cause the College to be of the opinion that the Goods and/or the Services do not conform or are unlikely to conform with the Order or to any specifications supplied or advised by the College to the Supplier, the College shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity and in addition the College shall have the right to require and witness further testing and inspection at the Supplier’s expense.
3.13 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and/or the Services, and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.
3.14 If any of the Goods or the Services fail to comply with any of the provisions set out in this clause 3, the College shall be entitled (without limitation) to avail itself of any one or more remedies listed in clause 13.
3.15 The Goods shall be marked and labelled in accordance with the College’s instructions and any applicable regulations or requirements of any carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course of carriage.
3.16 The Supplier shall adhere and shall procure that its employees, servants, agents or sub-contractors shall adhere to current health and safety legislation and the College’s rules and regulations as may be in force and/or notified by the College to the Supplier from time to time in respect of the conduct of the Supplier’s personnel while delivering the Goods or providing the Services on the College’s premises including, without limitation, the security policy and procedures in relation to the Delivery Address.
3.17 The Supplier’s attention is drawn to the provisions of the Official Secrets Acts, 1911 to 1989. The Supplier shall take all reasonable steps by display of notices or by other appropriate means to ensure that all persons employed on any work in connection with the Contract have notice that these statutory provisions apply to them and will continue to apply after the completion or earlier determination of the Contract.
3.18 The Supplier warrants to the College that it will use its best endeavours to assist the College, as soon as reasonably practicable upon request by the College, (at the cost of the College insofar as this condition requires the Supplier to do anything that it is not already obliged to do by law or in accordance with these Conditions) to comply with any obligations imposed on the College by any Access Law, including (but not limited to) where applicable, to provide the College as soon as possible and, in any event, within five working days of notification by the College of any Access Law requirement, with all such information which is in the possession of the Supplier that is necessary to enable the College to comply with any request for information served on the College pursuant to any Access Law which relates to or arises out of or under these terms and conditions, and/or the documentation associated with the Services and/or relates to the Supplier.
3.19 The warranties set out in this clause 3 shall continue in force (notwithstanding any acceptance by the College of all or any part of the Goods and/or the Services) for 24 months from the date of first use of the Goods or provision of the Services.
4. Indemnity
The Supplier shall indemnify and keep the College indemnified in full against all direct, indirect or consequential liability (including loss of profit), losses, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the College, its servants or agents as a result of or in connection with:-
4.1 defective workmanship, quality or materials;
4.2 any act or omission of the Supplier, its employees, permitted agents or sub-contractors in supplying, delivering and/or installing the Goods;
4.3 any act or omission of the Supplier, its employees, permitted agents or sub-contractors in connection with the performance of the Services including any injury, loss or damage to persons or to College property caused or contributed to by any of their negligence or by faulty design, workmanship or materials (except to the extent that the injury, loss or damage is caused by the negligent act or omission of the College);
4.4 any infringement or alleged infringement of any intellectual property rights by the use, manufacture or supply of the Goods or performance of the Services (except to the extent that the claim arises from compliance with any specification requested by the College);
4.5 any claim made against the College in respect of any liability, loss, damage, injury, cost or expense sustained by the College’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods or the Services;
4.6 any claim made against the College in respect of breach or alleged breach by the College of any statutory provision, regulation, bye-law or other rule of law arising from the acts or omissions of the Supplier or its employees, agents or sub-contractors;
4.7 any liabilities of the College arising out of or in connection with the Supplier’s statutory breach as set out in clause 3.9 above;
4.8 any breach of these Conditions by the Supplier.
5. Insurance
5.1 Without prejudice to its liability to indemnify the College, the Supplier shall maintain such insurances as are necessary to cover the liability of the Supplier or, as the case may be, of its employees permitted agents or sub-contractors in respect of:-
5.1.1 public liability to an amount of at least £5 million (five million pounds) for any one occurrence in relation to inter alia personal injuries or deaths arising out of, or in the course of, or caused by the supply of the Goods and/or the performance of the Services;
5.1.2 product liability in respect of the Goods to an amount of at least £2 million (two million pounds) for any one occurrence;
5.1.3 professional indemnity insurance in respect of the performance of the Services to an amount of at least £2 million (two million pounds) for any one occurrence; and
5.1.4 any damage to property to an amount of at least £5 million (five million pounds) for any one occurrence arising out of, or in the course of, or caused by the supply of Goods or the performance of the Services.
5.2 The Supplier shall upon the request of the College produce forthwith evidence of such insurances as are required to be held under clause 5.1 above and of payment of all premiums.
6. Delivery
6.1 The Goods shall be delivered with carriage paid to the Delivery Address and the Services shall be performed at the Delivery Address or, in each case, such other place of delivery as is agreed by the College in writing prior to delivery of the Goods or performance of the Services. The Supplier shall unload the Goods as directed by the College. For the avoidance of doubt, delivery shall include packaging, securing, despatching, delivering, installing and commissioning the Goods at the Supplier’s expense. The Goods shall arrive in good condition within the College’s normal business hours on the date or within the period specified at clause 6.2. The College shall require the Supplier to perform the Services in such order as the College may decide and further reserves the right to amend any delivery instructions including (but not restricted to ) the Delivery Address. Delivery shall be deemed to be made on receipt of the Goods by the College or the Supplier’s performance of the Services in full in accordance with the terms of the Contract.
6.2 The date or period for delivery shall be specified on the Order, or if no such date is specified then the Goods shall be delivered or the Services performed at such time and in such order as the Authorised Officer of the College may specify after receipt of the Order by the Supplier.
6.3 The Supplier shall ensure that each delivery is accompanied by a delivery note (a copy of which may be retained by the College) which shows, inter alia, the Order number, date of Order, number of packages and contents (if appropriate) and, in the case of part delivery, the outstanding balance remaining to be delivered.
6.4 Time for delivery of the Goods and/or performance of the Services shall be of the essence of the Contract provided always that:-
6.4.1 if for any reason the College requests performance to be delayed, the Supplier hereby undertakes to agree to such request at no additional cost to the College and the terms of this condition 6.4 shall apply to any such revised date for performance; and
6.4.2 the Supplier shall immediately notify the College of any occurrence which it reasonably considers is likely to delay the delivery of the Goods and/or Services and the College shall, at its sole discretion, decide whether any extension of time is to be granted.
6.5 Unless otherwise stipulated by the College in the Order, deliveries shall only be accepted by the College in the hours of 9:00 am to 4:30 pm [Monday to Friday] inclusive but excluding public and statutory holidays).
6.6 If the Goods are not delivered or the Services are not performed on the due date (or dates) then, without prejudice to any other rights which it may have, the College reserves the right to: -
6.6.1 cancel the Contract in whole or in part;
6.6.2 refuse to accept any subsequent delivery of the Goods or performance of the Services which the Supplier attempts to make;
6.6.3 recover from the Supplier any additional expenditure reasonably incurred by the College in obtaining the Goods or the Services in substitution from another supplier;
6.6.4 deduct from any account rendered by the Supplier in respect of Goods and/or Services which the College (acting reasonably) considers to be unsatisfactory, such sum as the College deems fit; and
6.6.5 claim damages for any additional cost, loss or expenses incurred by the College which are in any way attributable to the Supplier’s failure to deliver the Goods or perform the Services on the due date(s).
6.7 Any deliveries of the Goods arriving outside of the allocated due date and time for delivery may be refused by the College at its sole discretion.
6.8 Where the College agrees in writing to accept delivery by instalments the Contract will be construed as a single contract in respect of each instalment. Nevertheless failure by the Supplier to deliver any one instalment shall entitle the College at its option to treat the whole Contract as repudiated.
6.9 If Goods are delivered to the College in excess of the quantities ordered the College shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
6.10 Unless otherwise stated in the Contract, all Packaging shall be non-returnable whether or not any Goods are accepted by the College. If the Contract states that Packaging is returnable, the Supplier must give the College full return instructions before the time of delivery. The Packaging must be clearly marked to show to whom it belongs. The Supplier must pay the costs of all carriage and handling for the return of the Packaging. The College shall not be liable for any Packaging lost or damaged in transit.
6.11 The College shall have the right to audit the Supplier’s work at any time. The Supplier shall keep and maintain until two years after the Contract has been completed, records to the satisfaction of the College of all expenditures which are reimbursable by the College and of the hours worked and costs incurred in connection with any employees of the Supplier paid for by the College on a time charged basis. The Supplier shall on request afford the College or its representatives such access to those records as may be required by the College in connection with the Contract.
7. Risk and Property
7.1 The Goods shall remain at the risk of the Supplier until delivery to the College is complete (including unloading and full installation where relevant) in accordance with the Contract.
7.2 Full, unencumbered ownership of the Goods shall pass to the College:-
7.2.1 when the Goods have been delivered in accordance with the Contract but without prejudice to the College’s right of rejection under the Contract; or
7.2.2 (where the College makes any part, advance or staged payment against the price specified in the Order) at the time such payment is made and the Goods have been appropriated to the Contract, upon which the Supplier must as soon as practicable mark or otherwise identify the Goods as the College’s property and keep them separate and identifiable from other goods held by the Supplier for itself or third parties.
8. Price
8.1 The price of the Goods and the Services shall be stated in the Order and unless otherwise agreed in writing by the College shall be exclusive of value added tax but inclusive of all other charges including, but not limited to, costs of packaging, packing, carriage, insurance, delivery and off-loading.
8.2 No variation in the price nor extra charges will be accepted by the College unless expressly agreed in writing.
8.3 The College shall be entitled to all allowances, discounts, overriders and rebates customarily granted by the Supplier whether for prompt payment, volume of purchase or otherwise.
9. Payment and Invoices
9.1 Subject to clause 9.4 below and to any other terms agreed in writing by the College, the College shall pay the price of the Goods and/or the Services within 30 days of the end of the month in which the Supplier’s invoice was received by the College but time for payment shall not be of the essence of the Contract.
9.2 Without prejudice to any other right or remedy, the College reserves the right to set off any amount owing at any time from the Supplier to the College against any amount payable by the College to the Supplier under the Contract.
9.3 Any amount paid by the College to the Supplier in error shall be repaid within three days at the College’s request.
9.4 The Supplier shall invoice the College (the invoice shall quote the number of the Order) upon, but separately from, despatch of the Goods to the College or performance of the Services. The Supplier will comply with all the College’s reasonable administrative requirements relating to invoicing as notified to it from time to time.
9.5 Invoices shall be forwarded to the Finance department of the College, at the main place of business, indicated on the Order specifying the Order number.
9.6 Value added tax, where applicable, shall be shown separately on all invoices as an additional charge to the price of the Goods or Services. The College has charitable status and educates some disabled students. VAT zero rating may apply to building work, adaptations for the disabled, advertising or other items as the law changes. Where certificates for VAT zero rating or other reliefs may apply the Supplier should contact the Finance department to make arrangements for their completion.
9.7 The Supplier shall:-
9.7.1 (where applicable and notwithstanding clause 9.6 above) be responsible for any taxes payable in relation to or by reference to any remuneration or other payments made to it under the Contract.
9.7.2 volunteer all necessary paperwork to allow the College to comply on time with its Construction Industry Scheme liabilities and procedures.
9.8 Where the Supplier represents that he is regarded by both HM Revenue & Customs and the Department of Social Security as self-employed in relation to the prospective work to be undertaken for the College, the Supplier shall indemnify the College against any and all claims that may be made against the College in respect of any tax (including PAYE), national insurance contributions or similar impost (and any interest, fines, penalties relating to the same) for which the College may be liable in respect of the Supplier by reason of this Contract. The Supplier shall provide to the College on request satisfactory evidence of the Supplier’s self-employed status.
10. Confidentiality
Save as otherwise required by law, the Supplier shall keep in strict confidence its terms of trade with the College in relation to the Contract or otherwise, all technical or commercial know-how, specifications, inventions, process or initiatives which are of a confidential nature and have been disclosed to the Supplier by the College or its agents and any other confidential information concerning the College’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to the College and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
11. The College’s Property
11.1 Copyright, design rights, trademarks, patents or any other forms of intellectual property rights in all materials, drawings, designs, logos, specifications and data supplied by the College to the Supplier shall at all times be and remain the exclusive property of the College but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the College and shall not be disposed of other than in accordance with the College’s written instructions, nor shall such items be used otherwise than as authorised by the College in writing.
11.2 All tools, materials, drawings, specifications and other equipment ("the Articles") loaned by the College to the Supplier in connection with the Contract shall remain the property of the College at all times and shall be surrendered to the College upon demand in good and serviceable conditions (fair wear and tear allowed) and shall be used by the Supplier solely for the purpose of completing the Contract. The Supplier agrees that no copy of any of the Articles will be made without the consent in writing of the College. Until the Supplier returns all the Articles to the satisfaction of the College, they shall be at the Supplier’s risk and must be kept insured by the Supplier at its own expense against the risk of loss, theft or damage. Any loss of or damage to the Articles shall be made good by the Supplier at its own expense.
11.3 If the Contract involves design and/or development work:-
11.3.1 all rights in the results of work arising out of or deriving from the Contract, including inventions, designs, copyright and knowledge, shall vest in and be the property of the College, and the College shall have the sole right to determine whether any patent, registered design, trade mark or other protection shall be sought;
11.3.2 the Supplier shall promptly communicate to the College all such results and shall if requested and at the expense of the College do all acts and things necessary to enable the College or its nominee to obtain patents, registered designs or other such protection as the College may determine for such results in all territories and to assign the same to the College or its nominee; and
11.3.3 the Supplier shall ensure that all technical information (including without limitation computer programs and programming information) arising out of or in connection with the Contract is held in strict confidence except for any such information which becomes public knowledge other than by breach of the Contract.
12. Termination
12.1.1 The College shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier not less than eight weeks’ written notice whereupon all work on the Contract shall be discontinued without prejudice to the rights of the parties accrued to the date of termination and the College shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
12.1.2 In the event of notice being given in accordance with clause 12.1.1 above, the College shall at any time before the expiration of the notice, be entitled to exercise and shall as soon as may be reasonably practicable within that period exercise such of the following powers as it considers expedient:-
12.1.3 to direct the Supplier where work has not been commenced, to refrain from commencing work; and
12.1.4 to direct the Supplier to complete in accordance with the Contract all or any of the Services, or any part or component thereof, which shall be paid for at the agreed Contract price or, where no agreement exists, a fair and reasonable price.
12.2 The College shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith (without payment of compensation) if:-
12.2.1the Supplier commits a breach of any of the terms and conditions of the Contract;
12.2.2any distress, execution or other process is levied upon any of the assets of the Supplier;
12.2.3the Supplier enters into any compromise, deed or voluntary arrangement with its creditors, if a bankruptcy order is made against it or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a winding up or bankruptcy petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Supplier’s undertaking or assets;
12.2.4the Supplier ceases or threatens to cease to carry on its business; or
12.2.5the financial position of the Supplier deteriorates to such an extent that in the opinion of the College the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy.
12.2.6 if inducement/reward under clause 18 is given
12.3 The termination of the Contract, however arising, will be without prejudice to the rights and duties of the College accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
12.4 The College shall not in any case be liable to pay under the provisions of this clause 12 any sum which, when taken together with any sums paid, or due, or becoming due to the Supplier under the Contract shall exceed the total Contract price.
13. Remedies
13.1 Without prejudice to any other right or remedy which the College may have, if any of the Goods or the Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract, the College shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods or the Services have been accepted by the College or the Supplier’s invoice has been paid:-
13.1.1 to rescind the Contract to which the Order relates;
13.1.2 to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
13.1.3 at the College’s option to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods or the Services or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
13.1.4 to refuse to accept any further deliveries of the Goods or performance of the Services but without any liability to the Supplier;
13.1.5 to carry out at the Supplier’s expense any work necessary to make the Goods or the Services comply with the Contract; and
13.1.6 to claim such damages as may have been sustained in consequence of the Supplier’s breach or breaches of the Contract.
14. Assignment
14.1 The Supplier shall not be entitled to assign the Contract or any part of it without the prior written consent of the College.
14.2 The College may assign the Contract or any part of it to any person, firm, company or other corporate body.
14.3 The Supplier may not sub-contract any of its rights or obligations under the contract without the College’s prior written consent.
15. Force Majeure
The College reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods or Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, terrorism, riot, terrorist act, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies or suitable materials.
16. Data Protection
16.1 The College will process any personal data provided to it pursuant to the Contract in accordance with the Data Protection Act 1998 and any associated or subsequent legislation, Code of Practice or Statutory Instrument. The College will take reasonable precautions to keep such personal data secure and to prevent unauthorised disclosure. The College accepts no liability for any breach of the Data Protection Act 1998 by any agent, employee or sub-contractor to whom it may lawfully pass personal data.
16.2 For the purposes of the Data Protection Act 1998, by signing the document to which these Conditions are attached, the Supplier gives its consent to the holding, processing and accessing of data provided to the College for purposes relating to the performance of the Contract.
17. Equal Opportunities
In accordance with its responsibilities under the Race Relations Act 1976 (as amended by the Race Relations Act 2000 and the Race Relations Act 1976 (Amendment) Regulations 2003) to eliminate unlawful racial discrimination, promote equal opportunities and promote good relations between people of different racial groups, the College requires the Supplier to and any agents, employees and sub-contractors to comply with the following terms:-
17.1 the Supplier agrees to comply with the Race Relations Act 1976 as amended, all legislation to prevent discrimination on the grounds of sex, race, disability, sexual orientation, age, religion and belief, and with the College’s policies and procedures regarding such discrimination and equal opportunities;
17.2 the Supplier warrants that its own practices and procedures comply with legislation to prevent unlawful discrimination and that its employees are fully trained on matters relating to the prevention of unlawful discrimination;
17.3 the Supplier will provide such information as may reasonably be required by the College in relation to its compliance with anti-discrimination legislation and will co-operate with any investigation by the College or by a body empowered to carry out such investigations under the relevant legislation;
17.4 where any investigation is conducted, or proceedings are brought which arise directly or indirectly out of any act or omission of the Supplier, its agents, employees or sub-contractors and where there is a finding against the Supplier in any such investigation or proceedings, the Supplier shall indemnify the College in full against any and all costs, charges and expenses (including legal and administrative expenses) incurred by the College during or in connection with any such investigation or proceedings and further indemnify the College for any compensation, damages, costs or other award the College may be ordered or required to pay to a third party; and
17.5 Without prejudice to its remedies set out above, the College may terminate the Contract if notice has been given to the Supplier of a substantial or persistent breach of this clause providing that a reasonable period has been given by the College during which the breach may have been rectified and the Supplier has failed to remedy the breach within the stated period.
18. Corrupt Gifts
The Supplier shall not offer or give, or agree to give, to any employee their associate, family member or dependent or representative of the College, any gift or consideration of any kind as an inducement or reward for doing or refraining from doing or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other contract with the College, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such other contract. The attention of the Supplier is drawn to the Criminal Offences Created by the Prevention of Corruption Acts 1889 to 1916. The Supplier will provide restitution to the College for any losses incurred.
19. Spare Parts
The Supplier shall ensure that all spare and/or replacement parts, components and materials for the Goods shall be available from the Supplier for 10 years from the date of first use by the College of the Goods in question, unless the Supplier provides the College with all drawings, plans, specifications and other technical data as the College reasonably believes are necessary to enable the College to manufacture such parts or the Goods.
20. General
20.1 Each right or remedy of the College under the Contract is without prejudice to any other right or remedy of the College whether under the Contract or not.
20.2 If any provision of the Contract is found by any court, tribunal or administrative body or competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
20.3 Failure or delay by the College in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
20.4 Any waiver by the College of any breach of, or any default under, any provision of the Contract by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
20.5 In no circumstances shall the College be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, for any loss of profit or business or for any special, indirect or consequential damage.
20.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
20.7 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This clause does not affect any right or remedy of any person which exists or is available other than under the Contracts (Rights of Third Parties) Act 1999.
20.8 The Chief Executive or designated representative shall review the content of all notices for issue to the public for any financial impact relating to this contract. Delivery may not deviate from script.