What are the Council's standard conditions of purchase?

Introduction

HBC's Standard Terms and Conditions are set out on this page and apply to all contracts, orders and purchases unless alternative terms and conditions are provided to the Supplier by HBC and are deemed to be attached to every Purchase Order issued by HBC.

The Contract arising from a supply made in response to a Purchase Order is comprised of the documents that shall consist only of these Terms, the Purchase Order, any specification or description of requirements provided by HBC, and any proposal made by the Supplier if accepted by HBC.  No terms put forward by the Supplier shall form part of the Contract unless specifically signed by both parties and in the event of conflict, the Purchase Order, these Terms and HBC's specifications shall prevail.

Definitions and Interpretations

'Authorised Officer' means HBC's employee authorised, specifically, to sign the Purchase Order.

'Conditions' means these Terms and Conditions that form part of the Contract.

'Contract' means the agreement between HBC and the Supplier including these Conditions, the Purchase Order, any specification or description of requirements provided by HBC and any proposal made by the Supplier if accepted by HBC.

A 'Force Majeure Event' is a strike, lockout by employees, war, civil commotion, cessation or serious interruption of land, sea or air communications or power supplies, exceptionally adverse weather, fire or other unavoidable cause beyond a party's control and without its fault which prevents a party ('the disabled party') from performing this Contract.

'Law' means a UK or EC statute, order, regulation, directives, standard, code of practice or byelaw from time to time in force.

'Purchase Order' means the Purchase Order issued by HBC's authorised officer.

'HBC' means Hastings Borough Council of Muriel Matters House, Breeds Place Hastings East Sussex TN34 3UY.

'Supplier' means the person, firm or company to whom the Purchase Order is addressed and any employees, approved sub-contractors or agents of said person, firm or company.

'Supply' means the service(s) and/or supply(s) which are the subject of the Purchase Order.

Default includes a breach of the Contract, negligence, wrongful act or wrongful omission.

The headings to these Conditions shall not affect their interpretation.

The singular includes the plural: one gender includes all others.  'Including' means including without limitation.

1.0: Formation of Contract

1.1: Contractors and suppliers of goods or services will receive an official order number from the Council prior to providing the goods or services.  This order number must be quoted on invoices to the Council otherwise payment may be delayed.

1.2: No addition, alteration or substitution of these Conditions will bind HBC or form part of any contract unless a person authorised to sign on HBC's behalf expressly accepts them in writing.

1.3: Nothing in these Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which HBC may be entitled, in relation to the Supply, by virtue of any statute or custom or any general law or local law or regulation.

1.4: Nothing herein contained shall fetter HBC rights as a Local Authority.

2.0: Delivery

2.1: In regard to the performance of the Contract by the Supplier, time is of the essence.  The Supply shall be delivered on the date and time and at the place or places stated in the attached specification.  The delivery shall be accompanied by a delivery note or similar document approved by HBC which shall become the property of HBC.

2.2: If the Supplier requires access to HBC premises, facilities or storage, the Supplier shall comply with the reasonable requirements of HBC concerning access and access shall be at the Supplier's risk.

2.3: In respect of a Force Majeure Event a disabled party must immediately notify the other in writing of its anticipation, its occurrence, its expected duration and its end.  During a Force Majeure Event the disabled party is excused from performing the Contract.  If the Supplier notifies HBC of a Force Majeure Event then HBC may notify the Supplier at any time in writing at the suppliers address before the end of the Force Majeure Event to terminate the Contract with immediate effect without any liability therefore.  Where the Supply is recommenced after the Force Majeure Event then the Contract shall be varied to extend the time for completion or delivery of the Supply accordingly.

2.4: At the completion of the Supply the Supplier if required shall remove all materials from the site (unless otherwise instructed) and permanently reinstate any damaged areas or surfaces and leave the site in a clean condition ready for occupation.

3.0: Specifications, quality tests, rejection

3.1: The Supply must conform in all respects with the drawings, specification and other requirements or descriptions stated.  The Supply must be free from defects and of sound materials, workmanship and (where the Supplier is responsible for this) design and shall be equal in all respects to relevant samples provided by or accepted by HBC.  Where an appropriate British standard or EEC equivalent is current at the date of the Purchase Order the quality of the Supply shall not be less than that standard.

3.2: All of the Supplies must pass any required HBC acceptance tests.  HBC shall be entitled to reject any Supply which does not conform completely in every respect with the terms of the Contract and in particular (but without prejudice to the generality of the foregoing) Conditions 3.1 and 3.5.  Furthermore, if by the nature of the Supply any defects therein or any failure thereof to conform as aforesaid does not or would not become apparent (despite the carrying out of any examination and/or such tests) until after use HBC may reject the same even after a reasonable period of use.  It is agreed that HBC may exercise the aforesaid rights of rejection notwithstanding any provision contained in Section 11 or Section 15A or Section 30 (subsections 2A and 2B) or Section 35 of the Sale of Goods Act 1979 (as amended).

3.3: Any Supply rejected under Condition 3.2 must at HBC's request be repaired, re-done or replaced at the Supplier's expense.  Alternatively HBC may elect (at the option) to cancel the Contract as provided in Condition 7 both in respect of the Supply and of the whole of the undelivered balance (if any) of the Supply covered by the Contract.  All rejected supplies will be returned to the Supplier at the Supplier's expense.

3.4: HBC's signature, given on any delivery note or other documentation presented by the Supplier for signature in connection with the delivery of any Supply, is evidence only of the number of packages etc, received.  In particular, it is not evidence that the correct quantity or number of Supply item has been delivered or that the Supplies delivered are in good condition or to the correct quality.

3.5: The Supplier will ensure that in all respects the Supply comply with all requirements of any statute, statutory rule or order, or other instrument having the force of law, which may be in place when the Supply is delivered.  In particular, without prejudice to the generality of the foregoing, all Supplies capable of use as or in any way likely to be used in the preparation or packing of food or any other supply for human consumption or for use upon the human body shall contain nothing rendering them unsuitable for their purpose and shall comply with all relevant requirements in relation to their sale and composition.

4.0: Property and Risk

4.1: Property and risk in the Supply shall only pass to HBC when they are delivered in accordance with Condition 2 or when HBC's Authorised Officer notifies acceptance in writing where goods are to be subject to testing, whichever shall be the later.  Such passing of property and risk shall be without prejudice to any right of rejection arising under these Conditions, in particular (but without prejudice to the generality of the foregoing) under Conditions 3.1 to 3.5 above.

5.0: Price and Payment

5.1: HBC shall be entitled to withhold payment against any invoice which is not submitted in accordance with these Conditions or which covers or relates to any Supply which is not in accordance with these Conditions.

5.2: HBC will make no payment until a priced invoice has been submitted to the Purchaser (unless otherwise agreed in writing), following delivery in accordance with these Conditions.  Payment shall be due within 30 days of the receipt by HBC of a properly submitted invoice provided that any payment by HBC shall not imply acceptance of the Supply.  Invoices must quote an official HBC order number and be sent to:

HBC Financial Services
PO Box 39
Hastings
East Sussex
TN34 3WN

5.3: Any HBC variation in the price specified must be approved by HBC's approved Officer before delivery of the Supply.

6.0: Indemnities, Third Party Liabilities and Insurance

6.1: The Supplier shall indemnify HBC against all loss actions costs claims demands expenses and any liabilities whatsoever which HBC may incur either at common law or by statute in respect of personal injury to or death of any person or in respect of any loss or destruction of or damage to property (other than as a direct result of HBC's default or neglect) which shall have occurred in connection with any work executed by the Supplier, its sub-contractors, employees or agents in connection with the Contract or shall be alleged to be attributable to some defect or deficiency in the Supply.

6.2: Whilst any of the Suppliers personnel, its sub-contractors, employees or agents are on HBC's premises they shall be required to abide by the safety rules and other relevant rules and regulations laid down by HBC from time to time.  The Purchase Order is given on the condition that (without prejudice to the generality of Condition 6.1) the Supplier will indemnify HBC against all loss actions costs claims demands expenses and any liabilities whatsoever HBC may incur either at common law or by statute in respect of personal injury to or death of any of the Supplier's personnel, its sub-contractors, employees or agents while on HBC's premises whether or not such persons are (at the time when personal injury or deaths are caused) acting in the course of their employment.

6.3: The Supplier shall indemnify HBC against any and all loss actions costs claims demands expenses and any liabilities whatsoever caused to HBC whether directly, or as a result of the action claim or demand of any third party, by reason of any breach by the Supplier of these Conditions or of any terms or obligations on the Suppliers part implied by the Sale of Goods Act 1979 (as amended), by the Supply of Goods and Services Act 1982 (as amended) Sale and Supply of Goods Act 1994 or by any other statute or statutory provision relevant to the Contract or to the Supply covered thereby.  This indemnity shall not be prejudiced or waived by any exercise of HBC's rights under Condition 3.

6.4: The Supplier shall effect and maintain during the Contract public and employer's liability and other insurances with a reputable company necessary to cover the risks contemplated by the Contract and shall at the request of HBC produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder.  Public liability cover of at least £10 million shall be obtained, unless agreed otherwise with HBC.  Where the Supply is a supply of consultancy services, the Supplier shall maintain professional indemnity insurance during the Contract period and for 6 years afterwards to cover its liability to HBC under the Contract.

6.5: Whenever any sum of money is recoverable from or payable by the Supplier to HBC as a result of the operation of any of these Conditions or any breach by the Supplier of the same, such sum may be deducted by HBC from any sum then due or which at any time thereafter may become due to the Supplier under any other order or transaction placed or entered into by HBC with the Supplier.

7.0: Cancellation

7.1: HBC reserves the right to cancel the whole or any part of the Contract or any consignment on the account thereof:

7.1.1: If the same is not completed in all respects in accordance with the instructions and specifications stated in the Contract and with these Conditions, in particular (but without prejudice to the generality of the foregoing) with Condition 2, 3.1 and 3.5 compliance with which by the Supplier is of the essence;

7.1.2: HBC finds that the Suppliers have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or having done or forebode to do any action in relation to the obtaining or execution of this Contract or any other contract with HBC, or for showing or forbearing to show favour or disfavour to any person in relation to this Contract or any other contract with HBC, or if the like acts shall have been done by any person employed by the Supplier or acting on the Supplier's behalf (whether with or without the Supplier's knowledge), or if in relation to any contract with the Supplier or any person before referred to shall have committed any offence under the Prevention of Corruption Acts 1889 to 1916 or shall have given any fee or reward the receipt of which is an offence under the Local Government Act 1972;

7.1.3: If a Receiving Order is made against the Supplier or if the Supplier becomes bankrupt or insolvent or compound with or assign in favour of creditors or (being an incorporated company) shall resolve to wind up or be ordered to be wound up or carry on business under a Receiver.

7.2: In the event of HBC cancelling this Contract as to all or any Supply covered thereby the Purchaser shall be entitled to purchase from a third party a like quantity of Supply of similar description and quality, or a reasonable alternative thereto, bearing in mind HBC's need to take delivery of the Supply by the date specified.  In the event of cancellation under this Contract the Supplier shall be liable to reimburse to HBC on demand all expenditure whatsoever incurred by the Purchaser in connection with HBC's said cancellation, including any increase in the price of the Supply HBC has purchased from a third party under this Condition.

8.0: Health and Safety, Risks/Hazardous Supply

8.1: The Supplier shall be responsible for the observance of any duties and/or other requirements set out in any Health and Safety legislation (including the Health and Safety at Work etc Act 1974 and its subordinate legislation) and ensure the completion of any necessary risk assessment, or plan or similar documents necessary.  Copies of any such documentation shall be provided to HBC.

8.2: Throughout the progress of any works, the site on which the works are being carried out shall be in the Supplier's control who shall keep the site in an orderly state and shall provide and maintain at its own cost all lights, guards, fencing and warning signs for the protection of the works and the safety and convenience of the public and others.

8.3: The Supplier will mark all hazardous supplies with the international danger symbols where they exist, and display the name of the material in English.  Transport and other documents must include declaration of the hazard and the name of material in English.  Supplies must be accompanied by emergency information in English in the form of clear written instructions, labels or/ and any relevant international agreements relating to the packing labelling and carriage of hazardous materials.  All information held by or reasonably available to the Supplier regarding any potential hazards known or believed to exist in the transport handling or use of the Supply supplied shall be promptly communicated to HBC prior to delivery.

9.0: Intellectual Property rights and confidentiality

9.1: The Supplier shall not infringe the intellectual property rights of any third party in relation to this Contract.

9.2: All rights (including limitation ownership and copyright) in any specification, information instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by HBC or obtained by the Supplier in connection with the Contract shall remain vested solely in HBC and shall be kept confidential by the Supplier.

9.3: Where the Supplier has access to information about people, it shall ensure that in making the Supply, the provisions of the Data Protection Act 1998 are observed (and also any HBC's data protection requirements notified to the Supplier).

9.4: Condition 9 shall apply both during the Contract and after its termination.

9.5: The intellectual property rights (including without limitation copyright) in anything arising out of the Supply shall vest in HBC.

9.6: The Supplier will note and facilitate the Purchaser's compliance with the Freedom of Information Act 2000 (or any statutory modification or re-enactment) and any related guidelines or codes of practice (collectively referred to as 'the FOIA').

9.7: In the event that HBC is required to provide information to a person as a result of a request made to it under the FOIA, HBC shall adhere to the requirements of the FOIA in disclosing information relating to the Contract and the Supplier.

9.8: The Supplier shall assist HBC at no additional charge in meeting any requests for information in relation to the Contract that are made to HBC in connection with the FOIA.  HBC may, from time to time, serve on the Supplier an information notice requiring the Supplier within such time and in such form as is specified in the information notice, to furnish HBC with such information as HBC may reasonably require relating to such requests for information.

10.0: Racial Discrimination, Ombudsman investigation and human rights

10.1: In the performance of the Contract and the employment of staff the Supplier shall not discriminate against any person by virtue of their disability, age, gender, marital status, sexual orientation, religion, creed, nationality, ethnicity or political or union affiliation whether real or perceived and shall comply and shall ensure that its employees, agents and sub-contractors comply with all Laws concerning same and the best professional practice in relation to equal opportunities, anti-discrimination and human rights.

10.2: If either HBC's internal or external auditors or if the Commissioners for Local Administration (the Ombudsman) wish to investigate the Contract, then the Supplier shall provide such information, access and co-operation as those persons may reasonably require.

11.0: Assignment and Sub-contracting

11.1: The Supplier shall not without the written consent of the Authorised Officer of HBC assign or sub-contract the benefit or burden of the whole or any part of the Contract.

11.2: Sub-contracting by the Supplier shall not relieve the Supplier of any of its responsibilities under the Contract.

12.0: Other

12.1: The Supplier will where applicable comply with (HBC Contracts Standing Orders in relation to contracts and HBC Code of Practice for Contractors, Suppliers and Service Providers).

12.2: The Contract shall not confer any benefit on nor is enforceable by any third party.

13.0: Notices

13.1: Any notice or other communication required to be given or sent to HBC or to the Supplier under these Conditions shall be sufficiently given or sent by prepaid first class recorded delivery post to the HBC addressed as stated overleaf or to the Supplier at the last known place of business or in the case of a company the registered office.

14.0: Governing Law

14.1: These Conditions shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the exclusive jurisdiction of the English Courts.