1.1 In these terms and conditions the following terms shall have the meanings set opposite them:
"the buyer" Kidderminster Town Council
"the goods" the goods as described on the purchase order issued by the buyer to the seller
"the seller" the company or person who is selling the goods and/or supplying the services
"the services" the services as described in the order issued by the buyer to the seller
Basis of Purchase
2.1 The order constitutes an offer by the buyer to purchase the goods and/or acquire the services subject to these terms.
2.2 These terms shall apply to the contract to the exclusion of any other terms on which any quotation has been given to the buyer or subject to which the order is accepted or purported to be accepted by the seller.
2.3 No variation to the order or these terms shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller.
3.1 The quantity, quality and description of the goods or services shall be as specified in the order.
3.2 The seller shall comply with all applicable regulations or other legal requirements concerning the supply of the goods and performance of the services.
3.3 The goods shall be marked in accordance with the buyer's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
Price of the goods and services
4.1 The price of the goods and the services shall be as stated in the order and, unless otherwise so stated, shall be:
4.1.1 exclusive of any applicable value added tax; and
4.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the goods to the delivery address and any duties, imposts or levies other than value added tax.
4.2 No increase in the price may be without the prior consent of the buyer in writing.
4.3 The buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the seller, whether or not shown on its own terms of sale.
Terms of Payment
5.1 seller shall invoice the buyer at the time of delivery of the goods and/or performance of the services, as the case may be, and each invoice shall quote the number of the order.
5.2 The buyer shall pay the price of the goods or services within 30 days of the date of the invoice or, if later, after acceptance of the goods or services in question by the buyer.
6.1 The goods shall be delivered to, and the services shall be performed at, the delivery address on the date or within the period stated in the order, in either case during the buyer's usual business hours
6.2 The time of delivery of the goods and of performance of the services is of the essence of the contract.
6.3 If the goods are to be delivered, or the services are to be performed, by instalments, the contract will be treated as a single contract and not severable.
6.4 The buyer may reject any goods delivered which are not in accordance with the contract, and shall not be deemed to have accepted any goods until the buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the goods has become apparent.
Risk and Property
7.1 The property in the goods shall pass to the buyer on delivery.
Warranties and Liability
8.1 The seller warrants to the buyer that the goods:
8.1.1 will be of satisfactory quality and fit for any purpose held out by the seller or made known to the seller in writing at the time the order is placed;
8.1.2 will be free from defects in design, material and workmanship;
8.1.3 will correspond with the relevant specification
8.1.4 will comply with all statutory requirements and regulations relating to the sale of the goods.
8.2 The seller warrants to the buyer that the services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the buyer to expect in all the circumstances.
8.3 Without limiting any other remedy, if any goods or services are not supplied or performed in accordance with the contract, then the buyer shall be entitled:
8.3.1 to require the seller to repair the goods or to supply replacement goods or services in accordance with the contract within seven days; or
8.3.2 at the buyer's sole option, and whether or not the buyer has previously required the seller to repair the goods or to supply any replacement goods or services, to treat the contract as discharged by the seller's breach and require the repayment of any part of the price which has been paid.
8.4 The seller shall indemnify the buyer in full against all liabilities, loss, damage, costs and expenses (including legal expenses) awarded against or incurred or paid by the buyer as a result of or in connection with:
8.4.1 breach of any warranty given by the seller in relation to the goods or the services:
8.4.2 any claim that the goods infringe or their importation use or resale infringes the patent or copyright design right trade mark or other intellectual property rights of any other person, except that the claim arises from compliance with any specification supplied by the buyer
8.4.3 any act or omission of the seller or its employees agents or sub-contractors in supplying delivering and installing the goods; and
8.4.4 any act or omission of any of the seller's personnel in connection with the performance of the services
9.1 The buyer may cancel the order in respect of all or part only of the goods and/or the services by giving notice to the seller at any time prior to delivery or performance, in which event the buyer's sole liability shall be to pay to the seller the price for the goods or services in respect of which the buyer has exercised its right of cancellation, less the seller's net saving of cost arising from cancellation.
Rights of Third Parties
10.1 A person who is not a party to this contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart form the act.
Prevention of Corruption
11.1 The seller shall not offer or give or agree to give, to any employee, agent, servant or representative of the buyer any gift or consideration of any kind as an inducement or reward for doing, refraining from doing or for having done or refrained from doing, any act in relation to the obtaining or execution of this contract or any other contact with the buyer, or for showing or refraining from showing favour or disfavour to any person in relation to this contract or any such contract. The attention of the seller is drawn to the criminal offences under the Prevention of Corruption Act 1889-1916 and under Section 117(2) of the Local Government Act 1972.
12.1 The order is personal to the seller and the seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the contract.
12.2 Any provision contained in these terms and conditions shall not affect a parties statutory or common law rights or remedies.