Purchase order conditions of contract

Conditions of contract

These conditions shall not apply where the supply of goods or services is subject to the terms of a framework contract between the Contractor and the Department, or any other government department or agency.

1. Definitions - In these conditions:

(i) "Department" means the Secretary of State for Transport.

(ii) "Contractor" means the supplier of any Goods or Services under the Contract.

(iii) "Contract" means the agreement between the Department and Contractor comprising the Contractor's quotation or tender and the Department's acceptance thereof, including this Purchase Order, and any documents referred to therein.

(iv) "Goods" means anything supplied or to be supplied to the Department under the Contract.

(v) "Services" means all the Services that the Contractor is required to carry out under the Contract.

2. Conditions for the supply of Goods - Contractor's duties

(i) The Contractor shall supply the Goods specified in this Purchase Order. Goods may be returned at the Contractor's expense if they do not correspond with this Purchase Order.

(ii) All Goods shall be delivered, carriage paid, at the place specified and only between 9.00 am and 4.00 pm Mondays to Fridays, unless otherwise agreed by the Department. An Advice Note must be sent by post and a Delivery Note must accompany the Goods.

(iii) The cost of packaging will be deemed to be included in the cost of the Goods. If the Contractor requires packaging to be returned, it will be returned at the Contractor's expense.

3. Conditions for the supply of Services - Contractor's duties

The Contractor shall properly perform the Services specified with the standard of skill, care and diligence which a competent and suitably qualified person performing such services could reasonably be expected to exercise and in accordance with all relevant statutory requirements and industry best practice.

4. Environmental Requirements

(i) In providing the Goods or Services the Contractor shall comply with the Department's environmental policy, which is to conserve energy, water and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, Volatile Organic Compounds and other substances damaging to health and the environment.

(ii) The paper for all written outputs, including reports, produced in connection with the Contract shall (unless otherwise specified) comply with the relevant OGC Quick Wins standard OGCbuying.solutions - Corporate - Sustainable Solutions and shall be used on both sides where appropriate.

(iii) Maximum use must be made of recycled materials in the manufacture of crates, pallets, boxes, cartons, cushioning and other forms of packaging. Packaging must be capable of recovery for reuse or recycling.

(iv) All goods purchased by the Contractor on behalf of the Department (or which will become the property of the Department) must comply with the relevant minimum environmental standards specified in

OGCbs' Quick Wins, see OGCbuying.solutions - Corporate - Sustainable Solutions

5. Health, safety and security

The Contractor shall ensure that all of the Contractor's staff who have access to or are employed on the Department's premises comply with the Department's health, safety and security procedures and instructions and complete any additional security clearance procedures required by the Department when working at the Department's premises.

6. Invoices and Payment

The Contractor shall submit an invoice within 28 days of supplying the Goods or Services to the satisfaction of the Department. The invoice shall show the amount of VAT payable and bear this Purchase Order number. Save where an invoice is disputed, the Department shall pay the Contractor within 30 days of receipt of an invoice.

7. Corrupt Gifts and Payments of Commission

The Contractor shall not receive or agree to receive from any person, or offer or agree to give to, or procure on behalf of any person in the employment of the Crown, any gift or consideration of any kind as an inducement or reward for doing or not doing anything, or for showing favour or disfavour to any person in connection with the Contract.

8. Official Secrets Acts

The Contractor shall take all reasonable steps to ensure that all persons employed by him or by any sub-contractor in connection with the Contract are aware of the Official Secrets Acts 1911 to 1989, and understand that these Acts apply to them during and after performance of any work under or in connection with the Contract.

9. Disclosure of Information

To enable compliance with the Freedom of Information Act 2000 and the Environmental Information Regulations, the Department reserves the right to disclose information about this Contract pursuant to a valid request for information.

The Contractor shall not disclose any information relating to the Contract or the Department's activities without the prior written consent of the Department, which shall not be unreasonably withheld. Such consent shall not be required where the information is already in the public domain, is in the possession of the Contractor without restriction as to its disclosure, or is received from a third party who lawfully acquired it and is under no obligation restricting its disclosure.

10. Discrimination

The Contractor shall not discriminate directly or indirectly or by way of victimisation or harassment against any person contrary to the Race Relations Act 1976, the Sex Discrimination Act 1975 or the Disability Discrimination Act 1995, as amended from time to time.

11. Sub-contracting and assignment

The Contractor shall not sub-contract or transfer, assign, charge, or otherwise dispose of the Contract or any part of it without the prior written consent of the Department. Where the Contractor enters into a contract with a supplier or sub-contractor for the purpose of performing the Contract or any part of it, he shall cause a term to be included in such contract which requires payment to be made by the Contractor to the supplier or sub-contractor within a period not exceeding 30 days from receipt of a valid invoice as defined by the contract requirements.

12. Intellectual Property Rights

Subject to any prior rights of the Department or Crown, and to the rights of third parties arising otherwise than under the Contract, such intellectual property rights as are derived from or arise as a result of the performance of the Contract by the Contractor shall vest in the Contractor. The Department and Crown shall be entitled to use, supply, reproduce, publish, modify, adapt, enhance or otherwise deal with any materials in which such intellectual property rights exist with the Contractor's prior written approval but the Contractor shall not demand payment for any such uses.

13. Termination

If the Contractor fails to fulfil their obligations under the Contract, the Department may terminate the Contract forthwith by written notice and, in accordance with condition 16, may recover from the Contractor any reasonable costs necessarily and properly incurred by the Department as a consequence of termination.

14. Break

(i) Without prejudice to condition 13, the Department shall at any time have the right to terminate the Contract or reduce the quantity of Goods or Services to be provided by the Contractor in each case by giving to the Contractor one month's written notice. During the period of notice the Department may direct the Contractor to perform all or any of the work under the Contract. Where the Department has invoked either of these rights, the Contractor may claim reasonable costs necessarily and properly incurred by him as a result of the termination or reduction, excluding loss of profit and consequential losses, provided that the claim shall not exceed the total cost of the Contract.

(ii) Termination or reduction under this provision shall not affect the rights of the parties to the Contract that may have accrued up to the date of termination.

15. Loss or Damage

The Contractor shall, without delay and at the Contractor's own expense, reinstate, replace or make good to the satisfaction of the Department, or if the Department agrees, compensate the Department, for any loss or damage connected with the performance of the Contract, except to the extent that such loss or damage is caused by the neglect or default of the Department. "Loss or damage" includes but is not limited to: loss or damage to property; personal injury, sickness or death; and loss of profits or loss of use suffered as a result of any loss or damage.

16. Recovery of Sums from Contractor

Whenever under the Contract any sum or sums of money shall be recoverable from or payable by the Contractor to the Department, that amount may be deducted from any sum then due, or which at any later time may become due, to the Contractor under the Contract or under any other contract with the Department or with any Department, Agency or office of Her Majesty's Government.

17. Insurance

The Contractor shall effect and maintain an adequate level of insurance cover in respect of all risks that may be incurred by him in the performance of this Contract.

18. Notices

A notice may be served: by delivery to the Contractor; by sending it by facsimile to him; or by ordinary first class post to the Contractor's last known place of business or registered office. A notice shall be deemed served at the time of delivery, after four hours for a facsimile, or on the second working day after posting.

19. Law

The Contract shall be governed by and interpreted in accordance with English Law.

20. Variations to the Contract

The Contract may only be varied in writing.

Department for Transport Order