Standard Purchase Order Conditions

CC4 (August 2009 WEB) CONDITIONS OF CONTRACTS FOR GOODS AND SERVICES

1. Definitions
In these conditions,
1.1 ‘RSRL’ means Research Sites Restoration Limited,

1.2 ‘Contractor’ means the person, firms or company to whom the Contract is issued.

1.3 ‘Contract’ means the Contract between RSRL and the Contractor consisting of the Purchase Order, these Conditions, SC19, and any other documents (or parts thereof) which are relevant to this Contract.

1.4 “Work” means the goods and/or services to be provided as specified in the Contract,

1.5 “Premises” means the location where the Work is to be carried out, and

1.6 “PM” means the Project Manager named in the Contract.

1.7 “Contract Price” means the prices exclusive of Value Added Tax payable to the Contractor by RSRL under the Contract for the full and proper performance by the Contractor of his part of the Contract.

1.8 The Headings to the following Conditions do not affect the interpretation thereof.

2. Working on RSRL premises

2.1 Where any work is carried out on a RSRL site the Contractor complies with:

  •  RSRL’s requirements relating to safety and site security;
  •  all applicable regulatory requirements of the applicable regulators and other regulatory bodies;
  •  RSRL’s internal procedures that are relevant to the performance of the work.

3. Duty of Care and Performance

3.1 The Contractor exercises all reasonable skill, care and diligence for the safe discharge of all duties to be performed by him and all Work is completed to the satisfaction of the PM.

3.2 The Contractor performs his obligations is a safe, secure, efficient and cost effective manner.

3.3 Correct and timely execution of the Work by the Contractor is of the essence of the Contract.

4. Inspection and Rejection

4.1 RSRL have the right at any time to make any inspections, tests or enquiries they may reasonably require of the Work. Any inspections, tests, approvals or acceptances given by or on behalf of RSRL do not relieve the Contractor or his sub-contractors of any obligations or liabilities set forth in the Contract.

4.2 RSRL may by written notice to the Contractor reject any of the Work which fails to meet the requirements of the Contract. Notice is given within a reasonable time after Work is completed but before payment. If RSRL reject any of the Work the Contractor is entitled (without prejudice to his other rights and remedies) either:

4.2.1 to have the Work repaired, replaced or completed as quickly as possible (as RSRL elect) so as to comply in all respects with the Contract, or

4.2.2 to terminate the Contract, in which event RSRL, if they so decide, may pay for any part of the Work which may have been acceptable to them.

5. Property, Risk and Acceptance

Property and risk in the Work, without prejudice to any of the rights or remedies of RSRL, passes to RSRL at the time payment is made for the Contract, after which RSRL is deemed to have accepted the Work.

6. Warranty

6.1 Without prejudice to any rights RSRL may have by statute, common law or otherwise, within 14 days of notification by RSRL the Contractor repairs or replaces any part of the Work which is or becomes ineffective during the period of 12 months from the date that RSRL have paid for the Work if the defects occur under proper usage and are due to faulty design, the Contractor’s erroneous instructions as to use or erroneous use of information or inadequate or faulty materials or workmanship, or any breach of the Contractor’s warranties, expressed or implied. Repairs and replacements themselves are subject to the foregoing obligation for the period of 12 months from the date of RSRL’s acceptance of the repair or replacement.

6.2 If the Contractor cannot respond within the specified time to rectify a defect as defined above RSRL may carry out repair or replacement and are entitled to recover all associated costs and expenses from the Contractor. This does not relieve the Contractor of his continuing obligations under the Contract.

6.3 Any Work rejected or returned by RSRL as described above is carried out or returned to the Contractor at the Contractor’s risk and expense.

7. Termination on Contractor’s Insolvency

Without prejudice to any other rights or remedies of RSRL, if the Contractor becomes insolvent or bankrupt or (being a company) makes an arrangement with his creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) RSRLmay terminate this Contract forthwith.

8. Delivery, Labelling and Packaging

8.1 Work to be delivered is packed and marked in a proper manner and in accordance with RSRL’s instructions, any statutory requirements, and any requirements of the Contractor’s carrier and sent, carriage paid, to the address specified for delivery.

8.2 The Contractor ensures his delivery staff, including delivery subcontractors, are trained and equipped to deliver and unload the consignment ordered safely and effectively. Where necessary, the contractor requests in advance of delivery the provision of suitable unloading facilities.

8.3 The Contractor ensures that vehicles used to deliver goods to site using an on-board crane or lifting device, (eg a HIAB), carry the most recent statutory examination records of the on-board crane and attached lifting equipment. The operator is trained in the use of the on-board crane and carries his certificate of competence with him. These documents may be inspected by RSRL prior to any unloading or use of the on-board crane.

9. Transfer and sub-letting

9.1 The Contractor does not give, bargain, sell, assign, sub-let or otherwise dispose of the Contract or any part thereof without the previous consent in writing of RSRL.

9.2 No sub-contracting by the Contractor in any way relieves the Contractor of any of his responsibilities under the Contract.

10. Payment

10.1 Value Added Tax is shown on invoices as a separate item.

10.2 RSRL make payment 30 days from receipt of a correctly rendered invoice.

11. Free Issue Materials

Where RSRL issue materials to the Contractor free of charge, such materials are and shall remain the property of RSRL. The Contractor maintains all such materials in good order and condition and uses them solely in connection with the Contract. At the completion of the Contract the Contractor either returns the materials to RSRL or returns any surplus materials remaining to RSRL.

12. Confidentiality

The Contractor does not disclose information obtained in connection with the Work except when necessary to carry out his duties under the Contract. The Contractor may publicise any matter about the Work or arising out of the Contract only with RSRL’s written agreement.

13. Using RSRL’s Information, Materials and Designs

The Contractor has the right to use the information and any other material and designs provided by RSRL only to carry out the Work. The Contractor may make this right available to a subcontractor. As soon as possible after completion of the whole of the Work the Contractor returns any information and other material provided by RSRL to the PM.

14. Patent, Copyright and Indemnity

The Contractor indemnifies RSRL against claims, compensation and costs due to the Contractor infringing a patent, copyright or any other intellectual property right.

15. Indemnity and insurance

15.1 Without prejudice to any rights or remedies of RSRL the Contractor indemnifies RSRL against all actions, suits, claims, demands, losses, charges, costs and expenses which RSRL may suffer or incur as a result of or in connection with 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 Work or the negligent or wilful act or omission of the Contractor.

15.2 The Contractor effects and maintains with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnity under these conditions and at the request of RSRL provides evidence of the policy or policies.

16. Corrupt Gifts and Practices

RSRL are entitled to terminate the Contract without notice at any time if the Contractor or anyone employed by the Contractor or acting on his behalf directly or indirectly:

  • gives or offers or agrees to give to any person employed or engaged by RSRL any gift or consideration of any kind for doing or forbearing to do any act in relation to the obtaining or execution of the Contract or any other Contract for RSRL or for forbearing to show favour or disfavour to any person in relation to this or any other Contract for RSRL;
  • or enters into a business relationship of whatever kind with any person employed or engaged by RSRL without first obtaining the written approval of RSRL;
  • or if commission has been paid or appears to be paid or if there is an agreement to make payment by or on behalf or to the knowledge of the Contractor in connection with this or any other Contract with RSRL without particulars of such commission being disclosed in writing to RSRL.
  • In any dispute, difference or question arising in respect of: the interpretation of this Condition; the right of RSRL to determine the Contract; or the amount or value of any such gift, consideration or commission; the decision of RSRL is final and conclusive.

17. Compliance with Health, Safety and Environmental Legislation

RSRL may terminate the Contract if the Contractor fails to comply with Health, Safety and Environmental Legislation and/or the General Requirements insofar as they relate to health, safety and the environment.

18. Official Secrets Acts

The Contractor's attention is drawn to the provisions of the Official Secrets Acts 1911 to 1989 and to the provisions of Section 11 of the Atomic Energy Act 1946. The Contractor takes all reasonable steps by display of notices or by other appropriate means to ensure that all persons employed on any work in connection with this contract have notice that these statutory provisions apply to them and continue so to apply after the completion or earlier termination of this contract.

19. Law

The Contract is considered as a Contract made in England and subject to the laws of England and to the jurisdiction of the English courts, except that Scottish Law and the jurisdiction of the Scottish courts may apply if specified in the Contract. The Contractor ensures compliance with all applicable English or Scottish Law.

CC4 (August 2009)
Copyright RSRL