Contract Document 2 - Standard Terms for the Supply of Goods, Services and Works

The Contract shall be constituted by and comprise only the Contract Documents; no terms or conditions put
forward by the Supplier (including terms relating to hire, lease or loan) shall form part of the Contract
unless signed by both parties. In the event of conflict, the Order, Terms and Purchaser Specification
prevails. Any supply made in response to this Order shall be taken as conclusive acceptance of this term and
any inconsistent or additional terms accompanying the supply shall be deleted and ignored.
1.0
1.1

1.2
1.3
2.0
2.1

2.2

DEFINITIONS AND INTERPRETATION

Contract The contract constituted by the Contract Documents
The Purchaser Cambridgeshire County Council
The Supplier The recipient of the Order
Supply, Good, Services and/or Works The goods, services and/or works as described in
the Contract Documents (including without limitation on the face of the Order)
Terms These contract terms
Order The order issued by the Purchaser for the supply which is the subject of the Contract
Further definitions are set out on the Contract Schedule annexed to the Order.
The headings to the Terms shall not affect their interpretation. The singular includes the plural; one
gender includes all others.
THE SUPPLY OF GOODS, SERVICES OR WORKS - QUALITY STANDARDS
The Supply shall be to the reasonable satisfaction of the Authorised Officer and shall without limitation
conform with and fulfil in all respects: the Contract Documents
any variation of the Contract agreed in writing by the parties
the requirements of any relevant UK or EC statute, order, regulation, directives, standard, code of
practice or bye-law from time to time in force which is relevant to the Supply
any recommendation or representation made by the Supplier
professional standards which might reasonably be expected of the Supplier
Unless otherwise agreed in writing, neither performance nor functionality of any part of the Supply will
be impeded by entry into the European monetary union.

3.0
3.1

THE CONTRACT PRICE AND INVOICING

The Payment Date defines how the Contract Price is payable. The Purchaser shall make payment,
provided the Supply complies with the Contract, within 30 days after receipt of an invoice submitted on
or after a Payment Date.

4.0
4.1

DELIVERY AND TIME FOR PERFORMANCE

Time shall be of the essence. The Authorised Officer must be notified and his consent obtained to any
extension of time.
Access to Purchaser premises, facilities or storage by the Supplier shall comply with the reasonable
requirements of the Purchaser and shall be at the Suppliers risk.
If either party is unable to make or accept the Supply, through
strike, lockout by employees, war or civil commotion
cessation or serious interruption of land, sea or air communications or power supplies
exceptionally adverse weather, fire or other unavoidable cause
It shall immediately notify the other party and then, the disabled party may decline to make or accept
the Supply. The Purchaser shall notify the Supplier within 30 days of the end of that period whether it
requires the Supply to be recommenced, varied or cancelled (without further liability to either party).
Where the Supply is recommenced the Contract shall be varied to extend the time for completion or
delivery of the Supply by the period of disability.
At the completion of the Supply the Supplier 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.

4.2
4.3

4.4

5.0
5.1

PROPERTY RISK AND ACCEPTANCE

Without prejudice to any of the rights or remedies of the Purchaser (including those under Clause 7),
property and risk in any Goods shall pass to the Purchaser on delivery or when the Authorised Officer
notifies acceptance in writing where the Goods are to be subject to testing, whichever shall be the
later.

6.0
6.1

DESPATCH OF GOODS AND DAMAGE IN TRANSIT

The Supplier shall free of charge and as quickly as possible either repair or replace (as the Purchaser
shall elect) Goods which fail to arrive or arrive damaged.

7.0
7.1
7.2
7.3

8.0
8.1

8.2
9.0
9.1
9.2

9.3
9.4
9.5
10.0
10.1

10.2

10.3

10.4
10.5

INSPECTION AND REJECTION

The Supplier shall assist the Purchaser or his authorised representatives (free of charge) to make any
inspections or tests the Purchaser may reasonably require of the Supply at any time prior to
acceptance.
The Purchaser may suspend the Supply in whole or in part without paying compensation if the
Authorised Officer is reasonably of the opinion that the Supplier is in breach of Clause 10.
The Purchaser may reject the Supply in whole or in part before acceptance if it is not completely in
accordance with the Contract or becomes so during any Guarantee Period (including without limitation
any slight or minor variation) and in such circumstances may, without prejudice to other rights or
remedies: have the Supply repaired, re-done or replaced by the Supplier with a supply which complies in all
respects with the requirements of the Contract
require a refund from the Supplier
make a reasonable deduction from the Contract Price determined by the Authorised Officer
have the Supply repaired, re-done or replaced by another supplier and charge to the Supplier any
cost or expense to the Purchaser which exceeds the Contract Price.
LABELLING AND PACKAGING
The contents shall be clearly marked. All containers of hazardous goods (and all relevant documents)
shall bear prominent and adequate warnings. Product Data Sheets required by the Control of
Substances Hazardous to Health Regulations 1988 and the Chemicals (Hazard Information and
Packaging) Regulations 1993 must be provided (in a form suitable for photocopying).
All packaging materials will be considered non-returnable.
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
The Supply shall not infringe the intellectual property rights of any third party.
All rights (including without limitation ownership and copyright) in any specifications, information,
instructions, plans, drawings, patterns, models, designs or other material furnished to or made
available to the Supplier by the Purchaser or obtained by the Supplier in connection with the Contract
shall remain vested solely in the Purchaser and shall be kept confidential.
Where the Contractor 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 Purchasers data
protection requirements notified to the Supplier).
This clause shall apply both during the Contract and after its termination.
The intellectual property rights (including without limitation copyright) in any thing arising out of the
Supply shall vest in the Purchaser.
HEALTH AND SAFETY
Without prejudice to the generality of Clause 2.1 the Supplier in making the Supply shall have full
regard to safety of persons who may be affected in any way and shall comply with the requirements of
the Health and Safety at Work Act 1974 and its subordinate regulatory framework, and of any other
Acts pertaining to the health and safety of persons.
The Supplier shall conduct all necessary tests and examinations prior to delivery of the Supply to
ensure that the Supply is designed, constructed and delivered so as to be safe and without risk to the
health or safety of persons using them. The Supplier shall give the Purchaser adequate information
about the use for which the Supply has been designed and has been tested and about any conditions
necessary to ensure that when put to use the Supply will be safe and without risk to health.
Throughout the progress of any Works, the Supplier shall keep the Site in an orderly state and shall
provide and maintain at its own cost all lights, guards, fencing and warning signs and any other
systems required for the protection of the Works and the safety and convenience of the public and
others.
There is a statutory duty on the Purchaser under the Civil Contingencies Act 2004 to maintain plans to
ensure that it can continue to exercise all its functions in the event of an emergency so far as is
reasonably practicable- therefore
The Purchaser requires a demonstration of robust contingency plans by appropriate means by the
Supplier. The Supplier must satisfy the officer commissioning the Service that it has a Business
Continuity Planning Policy with tested contingency arrangements in place. Depending on the
importance and scale of the Services to be provided the Purchaser reserves the right to request
detailed evidence of the Suppliers Contingency plans such as sight of the Suppliers Business
Continuity Plan, the suppliers attendance at any contingency exercise or to conduct an audit of the
Suppliers contingency arrangements (examples of what an effective Business Continuity Plan should
include can be provided on request).

11.0
11.1

11.2

12.0
12.1

12.2
12.3

12.4

12.5

13.0
13.1
13.2

14.0
14.1

INDEMNITY AND INSURANCE

Without prejudice to any rights or remedies of the Purchaser (including those under Clause 7) the
Supplier shall indemnify the Purchaser against all matters of any kind arising in contract, tort, statute
or otherwise directly or indirectly out of the wrongful act, default, breach of contract or negligence of
the Supplier, its sub-contractors, employees or agents in the course of or in connection with the
Contract. Without prejudice to the generality of the foregoing this indemnity shall extend to (and not be
limited) in respect of death or injury to persons, damage to property, prevention of corruption, the
infringement of intellectual property rights, health and safety, race relations, data protection and
Ombudsman investigations.
The Supplier shall effect, with a reputable company, public and employers liability and other
insurances necessary to cover the risks contemplated by the Contract and shall at the request of the
Purchaser 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 5 million shall be obtained,
unless agreed otherwise with the Authorised Officer. 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 the Purchaser under the Contract.
RACIAL DISCRIMINATION, OMBUDSMAN INVESTIGATIONS AND HUMAN RIGHTS
SAFEGUARDING
The Supplier shall not unlawfully discriminate within the meaning and scope of the provisions of Race
Relations Act 1976, Sex Discrimination Act 1975, and the Disability Discrimination Act 1995 or any
statutory modification or re-enactment thereof relating to discrimination in the provision of services to
the public or in employment or contravene the Human Rights Act 1998. The Supplier shall to the
extent relevant to delivery of the Supply comply with the Purchasers equal opportunities policies,
which may be consulted at http://www.cambridgeshire.gov.uk. The Supplier shall take all reasonable
steps to secure the observance of these provisions by all servants, employees or agents of the
Supplier and all sub-contractors employed in the execution of the Contract.
If either the Purchasers internal or external auditors or if the Commissioner for Local Administration
(the Ombudsman) shall wish to investigate the Contract, then the Supplier shall provide such
information, access and co-operation as those persons may reasonably require.
The Supplier in making the Supply will be fully compliant with the statutory duty of the Purchaser
(Section 11 of the 2004 Children Act) to safeguard and promote the welfare of children, young people
and vulnerable adults when on County Council premises where these groups may be present. The
Supplier will ensure that all of their staff understand the duty placed on them to safeguard and
promote the welfare of these vulnerable groups. Furthermore, the Supplier will ensure that all their
staff understand that children and vulnerable adults may perceive workers on site as people who are
trustworthy. These workers, therefore, have a duty to conduct themselves in a way which will not
breach this trust. The Supplier will ensure that their workers are appointed in line with the Purchasers
safe recruitment processes. The Supplier will provide proof of registration with the Criminal Records
Bureau and will comply strictly with the Purchasers Disclosure Policy (available at
http://www.cambridgeshire.gov.uk/jobs/) and associated procedures, including those for risk
assessment.
The Supplier will undertake CRB Disclosures for all relevant staff and records will be kept as evidence
that such checks have been undertaken. No contract will be awarded until proof of registration with
the Criminal Records Bureau has been obtained. The Supplier is liable for any costs incurred. The
Purchaser reserves the right to require the Supplier to produce evidence that a worker has been
subject to an enhanced CRB Disclosures check when necessary.
All Staff supplied will carry photographic identification with them at all times. The Purchaser reserves
the right to monitor rigorously the conduct of contract staff during the course of their work with it. The
maltreatment, neglect or abuse of a child, young person or vulnerable adult by a contract worker may
lead to a warning being issued to the Supplier, or in cases of serious negligence by the Supplier, a
cancellation of the contract.
FREEDOM OF INFORMATION
The Contractor acknowledges that the Council has obligations relating to the disclosure of information
pursuant to the Freedom of information Act 2000.
The Contractor shall use its best endeavours to assist the Council in discharging its obligations under
the Freedom of Information Act 2000 arising from any request for information which the Council
receives in connection with this Contract, the Supply, Services or Works.
PREVENTION OF CORRUPTION
The Purchaser may terminate the Contract and recover all its loss if the Supplier, its employees or
anyone acting on the Suppliers behalf do any of the following things:

15.0
15.1

15.2

15.3

offer, give or agree to give to anyone any inducement or reward in respect of this or any other
Purchaser contract (even if the Supplier does not know what has been done);
or commit an offence under the Prevention of Corruption Act 1889 to 1916 or under Section
117(2) of the Local Government Act 1972;
or commit any fraud in connection with this or any other Purchaser contract whether alone or in
conjunction with Purchaser members or employees.

TERMINATION
The Purchaser may also by notice in writing terminate the Contract in whole or in part (and enter upon
and expel the Contractor from any premises or site to which he has been given access) if any of the
events specified in Clause 14.1 occur. No period of notice shall be required but the notice shall state
the date on which it is to take effect.
The events referred to in Clause 14.1 are: the Supplier has failed to make the Supply within the time specified in the Contract
the Supplier has breached the Contract in a way which the Purchaser reasonably regards as
irremediable, which may include, without limitation, repeated and/or persistent remediable
breaches of the Contract
the Purchaser has given the Supplier at least one months notice to remedy a breach of Contract
which can be remedied and the Supplier has failed to do so
the Supplier has without reasonable cause failed to proceed diligently with or wholly suspends
performance of any Services or Works
the Supplier shall have a receiver appointed over all or substantial part of his or its assets or (if an
individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator
appointed to manage its affairs.
In the event of termination of the Contract or rejection under Clause 7, the Purchaser may engage
another contractor to make the Supply and the Supplier shall be liable to pay the Purchaser as a debt
any extra cost that the Purchaser incurs in so doing in excess of the Contract Price.

16.0
16.1

ASSIGNMENT AND SUB-CONTRACTING

The Supplier shall not without the written consent of the Authorised Officer assign or sub-contract the
benefit or burden of the whole or any part of the Contract. No sub-contracting by the Supplier shall in
any way relieve the Supplier of any of its responsibilities under the Contract.

17.0
17.1

PURCHASE OUTSIDE THE CONTRACT AND THIRD PARTIES

The Purchaser shall have the right to employ a person other than the Supplier to make supplies of the
same type as is contemplated by the Contract if it shall in its absolute discretion think fit to do so.
The Contract shall not confer any benefit on any third party.

17.2
18.0
18.1

NOTICES
Any notice about the Contract may be sent by hand or by ordinary, registered or recorded delivery
post or transmitted by facsimile transmission or other means of telecommunications resulting in the
receipt of written communication in permanent form and if so sent or transmitted to the address of the
party shown on the Contract, or to such other address as the party has notified to the other, shall be
deemed effectively given on the day when in the ordinary course of the means of transmission it would
be first be received by the addressee in normal business hours.

19.0
19.1

GOVERNING LAW
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.
Amended January 2009