Standard Terms and Conditions for Goods and/or Services Subject to a Purchase Order

1.1 Definitions. In these Conditions, the following definitions apply: 

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Commencement Date: has the meaning set out in the Purchase Order.

Conditions: these terms and conditions as amended from time to time.

Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions. 

Customer: Lancashire Combined Fire Authority (Lancashire Fire & Rescue Service) whose address is Service HQ, Garstang Road, Fulwood, Preston, PR2 3LH

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to provision of Goods or Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Goods: the goods (or any part of them) set out in the Purchase Order. 

Specification: any specification for the Goods or Services, including any related plans, drawings, documents, products and materials that are agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's Purchase Order for the supply of Goods and/or Services, as set out by the Customer.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Specification.

Specification: the description or specification of the Goods and/or Services agreed in writing by the Customer and the Supplier. 

Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.

1.2      Construction. In these Conditions, the following rules apply: 

a)    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

b)    a reference to a party includes its personal representatives, successors or permitted assigns;

c)    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

d)    any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

e)    a reference to writing or written includes faxes and e-mails. 

The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions. 

2.1 The Order shall be deemed to be accepted on the earlier of:

a)    the Supplier issuing written acceptance of the Order; or

b)    any act by the Supplier consistent with fulfilling the Order; at which point and on which date the Contract shall come into existence.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

The Supplier shall ensure that the Goods shall:

a)    correspond with their description and any applicable Goods Specification;

b)    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the

Supplier's skill and judgment;

c)    where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and

d)    comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Customer shall have the right to inspect and test the Goods at any time before delivery.

3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

The Supplier shall ensure that: 

a)    the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

b)    each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of

Goods remaining to be delivered; and

c)    if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods: 

a)    on the date specified in the Order or, if no such date is specified, then within 28 days of the date of the Order unless otherwise requested on the Order;

b)    to the Customer's premises at Lancashire Fire & Rescue Service HQ, Garstang Road, Fulwood, Preston, PR2 3LH or such other location as is set out in the Order or as instructed by the Customer before delivery;

c)    during the Customer's normal hours of business which are 08.00 – 17.00 hours, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 

4.4 If the Supplier: 

a)    delivers less than 95 per cent of the quantity of Goods ordered, the Customer may reject the Goods; or

b)    delivers more than 105 per cent of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods;

and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.

4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery. 

The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract. 

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer. 

5.3 In providing the Services, the Supplier shall:

a)    co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

b)    perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; 

c)    use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;

d)    ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; 

e)    provide all equipment, tools and vehicles and such other items as are required to provide the Services;

f)     use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

g)    obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

h)    observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;

i)     hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation;

j)     not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services.

If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights: 

a)    to terminate the Contract with immediate effect by giving written notice to the Supplier;

b)    where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and

6.2 If the Supplier has delivered Goods that do not comply with the undertakings, then, without limiting its other rights or remedies, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:

a)    to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;

b)    to terminate the Contract with immediate effect by giving written notice to the Supplier;

c)    to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.4 The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7.1 The Customer shall:

a)    provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services;

b)    provide such information as the Supplier may reasonably request for the provision of the Services and the Customer considers reasonably necessary for the purpose of providing the Services.

8.1 The price for the Goods:

a)    shall be the price set out in the Order; and

b)    shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.

8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

8.6 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

9.1 In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.

9.2 The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables. 

9.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

9.4 The Supplier shall, promptly at the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer.

9.5 All Customer Materials are the exclusive property of the Customer.

10.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered incurred by the Customer as a result of or in connection with: 

a)    any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

b)    any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the

Supplier, its employees, agents or subcontractors; and

c)    any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

10.2 This clause shall survive termination of the Contract.

11.1 During the term of the Contract and for a period of one year thereafter or as specified by the Customer, the Supplier shall maintain in force where applicable and with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract as appropriate, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. 

12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

12.2 This clause shall survive termination of the Contract.

13.1 The Supplier shall (and shall ensure that its entire staff) comply with any requirements of the Data Protection Act (1998) and both Parties will duly observe all of their obligations under the DPA which arise in connection with the Contract.

13.2 Where the Supplier is processing personal data (as defined by the Data Protection Act (1998)) as a Data Processor for the Authority the Supplier shall ensure that it has appropriate technical and organisational measures in place to ensure the security of personal data.

13.3 The Supplier shall not disclose personal data to any third parties other than:

a)    to staff and sub-contractors to whom such disclosure is reasonably necessary to carry out the obligations under the Contract, or

b)    to the extent required under a court order, provided that disclosure is made with the approval of the Authority and subject to written terms no less stringent than the terms contained in this clause and that the disclosing party shall give notice in writing to the other party of any disclosure of personal data it or a sub-contractor may make immediately it is aware of such a requirement.

c)    The Supplier shall indemnify and keep indemnified the Authority against all losses, claims, damages, liabilities, costs and expenses (including all reasonable legal costs) incurred by it in respect of any breach by the Supplier or their sub-contractors and/or any act or omission of any its personnel or agents.

14.1 The Authority is subject to the Freedom of Information Act 2000 and the

Environmental Information Regulations (EIR) 2004 (‘the Acts’). As part of the Authority’s duties under the Acts it may be required to disclose information forming part of the Contract to the Information Commissioners Office or anyone who makes a reasonable request.

14.2 The Authority is responsible for determining in its discretion whether any information is commercially sensitive information, and/or any other information is exempt from disclosure in accordance with the provisions of the FOIA or the EIR.

14.3 The Supplier shall assist and co-operate with the Authority (at the Supplier’s expense) to enable the Authority to comply with the information disclosure requirements under the Acts and in doing so will comply with any timescale notified to it by the Authority.

14.4 Notwithstanding any other term of this Contract, the Supplier hereby gives its consent for the Authority to publish this Contract and its Schedules in its entirety, including from time-to-time agreed changes to the Contract, to the general public in whatever form the Authority decides is most appropriate

15.1 Without limiting its other rights or remedies, the Customer may terminate the Contract:

a)    in respect of the supply of Services, by giving the Supplier one month’s written notice; and

b)    in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

15.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer one month written notice.

15.3 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.

15.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. 

15.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

16.1On termination of the Contract for any reason, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. 

17.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control.

17.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.

17.3 If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than ten Business Days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.

18.1 In this clause, “Bribery Act” means the Bribery Act 2010 and “Prohibited Act” means any of the following:

a)    to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity or (ii) reward that person for improper performance of a relevant function or activity; or

b)    to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement; or

c)    committing any offence (i) under the Bribery Act; (ii) under legislation creating offences concerning fraudulent acts; (iii) at common law concerning fraudulent acts relating to this Contract or any other contract with the Authority; or (iv) defrauding, attempting to defraud or conspiring to defraud the Authority.

18.2 The Supplier shall not commit a Prohibited Act and ensure that any of its employees, consultants, agents, or sub-contractors shall not commit a Prohibited Act in connection with the Contract.

18.3 The Supplier warrants, represents and undertakes to the Authority that it is not aware of any financial or other advantage being given to any person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Authority before execution of this Contract.

18.4 Where the Supplier commits a Prohibited Act in relation to this or any other contract with the Authority, the Authority has the right to:

a)    Terminate the Contract and recover from the Supplier the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the provision of the Services and any additional expenditure incurred by the Authority throughout the remainder of the

Contract Period; or

b)    Recover in full from the Supplier any other loss sustained by the Authority in consequence of any breach of this clause whether or not the Contract has been terminated.

18.5      If any breach is suspected or known, the Supplier must notify the Authority immediately.

18.6      If the Supplier notifies the Authority that it suspects or knows that there may be a breach, the Supplier must respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit books, records and any other relevant documentation. This obligation shall continue for three years following the expiry or termination of this Contract.

19.1 Assignment and other dealings.

a)    The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 

b)    The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer. 

19.2 Notices. 

a)    Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

c)    The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

19.3 Severance. 

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

19.4 Waiver.  

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.5 No Partnership or Agency. 

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 

19.6 Third Parties. 

A person who is not a party to the Contract shall not have any rights to enforce its terms.

19.7 Publicity. 

Neither the Authority nor the Supplier shall publicise in any media or public announcement information regarding the terms of the Contract, or the Goods supplied, without the prior written consent of the other Party in either case such consent not to be unreasonably withheld.

19.8 Social Value. 

The Supplier shall have due regard for the Authority’s Social Value policy, a copy of which can be found on the Authority’s website. 

19.9 Variation. 

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

19.10 Governing Law. 

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

19.11 Jurisdiction. 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).