(English Law Version)

 

These Conditions may only be varied with the written agreement of the University. No terms or conditions put forward at any time by the Supplier shall form any part of the Contract.

 

 

In these Conditions 'the University' means the University of Westminster, 'the Supplier' means the supplier named in the University's Order and 'the Goods' means any such goods as are to be supplied to the University by the Supplier (or by any of the Supplier's sub-contractors) pursuant to or in connection with this order ('the Order').

 

 

2.1 The Goods shall be to the reasonable satisfaction of the University and shall conform in all respects with any particulars specified in this Order and in any variations thereto.

 

2.2 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force.

 

2.3 The Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the University and the University relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order.

 

 

3.1 The price of the Goods shall be as stated in the University's Order and no increase will be accepted by the University unless agreed by him in writing before the execution of the Order.

 

3.2 Unless otherwise agreed in writing by the University, the Supplier shall render a separate invoice in respect of each consignment delivered under this Order. Payment shall be due 30 days after receipt of the Goods or the correct invoice therefor, whichever is the later.

 

 

4.1 The Goods shall be delivered to the place named overleaf. Any access to premises and any labour and equipment that may be provided by the University in connection with delivery shall be provided without acceptance by the University of any liability whatsoever and the Supplier shall indemnify the University in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors.

 

4.2 Where any access to premises is necessary in connection with delivery or installation the Supplier and his sub-contractors shall at all times comply with the reasonable requirements of the University's Facilities and Services Manager.

 

4.3 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the University (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the order therefor, in either case without prejudice to its other rights and remedies.

 

 

The property and risk in the Goods shall without prejudice to any of the rights or remedies of the University (including the University's rights and remedies under Condition 7 hereof) pass to the University at the time of delivery.

 

 

On dispatch of any consignment of the Goods the Supplier shall send to the University at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the University shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the University provided that:

 

(a) in the case of damage to such Goods in transit the University shall within thirty days of delivery give notice to the Supplier that the Goods have been damaged,

 

(b) in the case of non-delivery the University shall (provided that the University has been advised of the dispatch of the Goods) within ten days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.

 

 

7.1 The Supplier shall permit the University or its authorised representatives to make any inspections or tests it may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at its premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the University of any rights or remedies in respect of the Goods.

 

7.2 The University may by written notice to the Supplier reject any of the Goods which fail to meet its requirements as specified. Such notice shall be given within a reasonable time after delivery to the University of the Goods concerned. If the University shall reject any of the Goods pursuant to this Condition the University shall be entitled (without prejudice to its other rights and remedies) either:

 

(a) to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the University shall elect) replaced by the Supplier with Goods which comply in all respects with the requirements specified;

 

or

 

(b) to obtain a refund from the Supplier in respect of the Goods concerned.

 

7.3 The guarantee period applicable to the Goods shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the University and the Supplier). If the University shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the University may have) as quickly as possible remedy such defects (whether by repair or replacement as the University shall elect) without cost to the University.

 

7.4 Any Goods rejected or returned by the University as described in paragraphs 7.2 or 7.3 shall be returned to the Supplier at the Supplier's risk and expense.

 

 

8.1 The Goods shall be packed and marked in a proper manner and in accordance with the University's instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number, the net, gross and tare weights, the name of the contents and any handling requirements shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the University against all actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any breach of this Condition.

 

8.2 All packaging materials will be considered non-returnable and may be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. The University accepts no liability in respect of non-arrival at the Supplier's premises of empty packages returned by the University unless the Supplier shall within ten days of receiving notice from the University that the packages have been dispatched notify the University of such non-arrival.

 

 

9.1 It shall be a condition of this Order that, except to the extent that the Goods are made up in accordance with designs furnished by the University, none of the Goods will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property of any third party and the Supplier shall indemnify the University against all actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any breach of this Condition.

 

9.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the University pursuant to this Order shall remain vested solely in the University and the Supplier shall not (except to the extent necessary for the implementation of this Order) without prior written consent of the University use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Order) which the Supplier may obtain pursuant to this Order and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the University or the Order in any advertisement without the University's prior written agreement.

 

 

The Supplier represents and warrants to the University that the Supplier has satisfied itself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed and constructed so as to be safe and without risk to health. The Supplier shall indemnify the University against all actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any breach of this Condition.

 

 

11.1 Without prejudice to any rights or remedies of the University (including the University's rights and remedies under Condition 7 hereof) the Supplier shall indemnify the University against all actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Supplier.

 

11.2 The Supplier shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the University produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder.

 

 

The Supplier shall not unlawfully discriminate within the meaning and scope of the provisions of the Race Relations Act 1976 or any statutory modification or re-enactment thereof relating to discrimination in employment. The Supplier shall take all reasonable steps to secure the observance of these provisions by all servants, employees or agents of the Supplier and all sub-contractors employed in the execution of the Order.

 

 

13.1 The Supplier shall keep secret and not disclose and shall procure that its employees keep secret and do not disclose any information of a confidential nature obtained by it by reason of this Order except information which is in the public domain otherwise than by reason of a breach of this provision. The provisions of this paragraph shall apply during the continuance of this Order and after its termination howsoever arising.

 

 

Without prejudice to any other rights or remedies of the University under this Order the University shall have the right forthwith to terminate this Order by written notice to the Supplier or its trustee in bankruptcy or receiver or (if a company) liquidator or administrator if the Supplier shall have a receiver appointed over all or a substantial part of its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.

 

 

Wherever under this Order any sum of money is recoverable from or payable to the Supplier, that sum may be deducted from any sum then due, or which at any later time may become due, to the Supplier under this Order or under any other agreement or contract with the University.

 

 

16.1 The Supplier shall not without the written consent of the University assign the benefit or burden of this Order or any part thereof.

 

16.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under this Order.

 

 

Any notice given under or pursuant to the Order may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by telex, telemessage, facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

 

 

The headings to Conditions shall not affect their interpretation.

 

 

These Conditions shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the jurisdiction of the English courts. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the University to take proceedings against the Supplier in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.