Terms of the Business

HUMBERSIDE FIRE AND RESCUE SERVICE
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS OR SERVICES

Supplier Code of Conduct

All suppliers who work with Humberside Fire and Rescue Service are required to complete and return the Supplier Code of Conduct and return this to procurement@humbersidefire.gov.uk.

Supplier Code of Conduct

Standard terms and Condition

Interpretation
1. The following definitions and rules of interpretation apply in these Conditions.
  1. “Conditions” – these terms and conditions.
  2. “Contract” – the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
  3. “Customer” – Humberside Fire and Rescue Service.
  4. “Deliverables” – all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
  5. “Delivery Date” – the date specified in the Order, or, if none is specified, within a reasonable time of the date of the Order.
  6. “Delivery Location” – the address for delivery of Goods as set out in the Order.
  7. “Goods” – the goods (or any part of them) set out in the Order.
  8. “Goods Specification” – any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
  9. “Order” – the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form or written acceptance of the Supplier’s quotation.
  10. “Services” – the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
  11. “Service Specification” – the description or specification for Services agreed in writing by the Customer and the Supplier.
  12. “Supplier” – the person or firm from whom the Customer purchases the Goods and/or Services.
  13. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its successors and permitted assigns. A reference to legislation is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation. Any words following the terms including, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written excludes fax but not email.
Basis of contract
1. The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2. The Order shall be deemed to be accepted on the earlier of:
  1. the Supplier issuing written acceptance of the Order; or
  2. any act by the Supplier consistent with fulfilling the Order,
  3. at which point and on which date the Contract shall come into existence (‘Commencement Date’).
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 law, trade custom, practice or course of dealing.
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.
5. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
Supply of Goods
1. The Supplier shall ensure that the Goods shall:
  1. correspond with their description and any applicable Goods Specification;
  2. 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 judgement;
  3. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
  4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
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. The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
4. If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
5. The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Delivery of Goods
1. The Supplier shall ensure that:
  1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  2. 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
  3. if the Supplier requires the Customer to return any packaging material 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.
2. The Supplier shall deliver the Goods:
  1. on the Delivery Date;
  2. at the Delivery Location; and
  3. during the Customer’s business hours, or as instructed by the Customer.
3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
5. Title and risk in the Goods shall pass to the Customer on completion of delivery.
Supply of Services
1. The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.
2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier. Time is of the essence in relation to any of those performance dates, unless otherwise agreed in writing by the Customer.
3. In providing the Services, the Supplier shall:
  1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
  2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  3. 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 the Contract;
  4. ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
  5. provide all necessary equipment;
  6. 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;
  7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
  8. observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
  9. hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (‘Customer Materials’) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
  10. 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; and
  11. comply with any additional obligations as set out in the Service Specification.
Customer remedies
1. If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, the Customer may, without limiting or affecting other rights or remedies available to it:
  1. terminate the Contract with immediate effect by giving written notice to the Supplier;
  2. refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
  3. recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party;
  4. require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and/or
  5. claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.
2. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer may, whether or not it has accepted the Goods:
  1. terminate the Contract with immediate effect by giving written notice to the Supplier;
  2. 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;
  3. 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);
  4. refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  5. recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and/or
  6. claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.
3. If the Supplier has supplied Services that do not comply with the requirements of clause 5.3.4 then, without limiting or affecting other rights or remedies available to it, the Customer may:
  1. terminate the Contract with immediate effect by giving written notice to the Supplier;
  2. return the Deliverables to the Supplier at the Supplier’s own risk and expense;
  3. require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
  4. refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
  5. recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and/or
  6. claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to comply with clause 5.3.4.
4. These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
5. The Customer’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
Customer’s obligations
1. The Customer shall provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services, and provide such necessary information as the Supplier may reasonably request.
Charges and payment
1. The price for the Goods:
  1. shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
  2. shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
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.
3. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
4. In respect of the 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 the relevant purchase order number.
5. 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.
6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. 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 or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.
7. If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due.
8. The Customer may at any time, without notice to the Supplier, 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. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
Intellectual property rights
1. The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all 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) in the products of the Services, including the Deliverables.
2. If the parties have agreed in writing that the Supplier shall not so assign the intellectual property rights, then the Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable, sub-licensable licence to copy and modify the Deliverables (excluding Customer Materials) for the purpose of receiving and using the Services and the products of the services, including the Deliverables.
3. All Customer Materials are the exclusive property of the Customer. The Customer grants the Supplier a non-exclusive, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the sole purpose of providing the Services to the Customer.
Indemnity
1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
  1. 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 (excluding the Customer Materials);
  2. 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 the Goods, as delivered, or the Deliverables, to the extent that the defects in the Goods or Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
  3. any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, as delivered, 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.
2. This clause 10 shall survive termination of the Contract.
Insurance
1. During the term of the Contract and for an appropriate number of years afterwards, the Supplier shall maintain in force, 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, and shall produce to the Customer, on demand, proof of such insurance.
Compliance with relevant laws and policies
1. In performing its obligations under the Contract, the Supplier shall:
  1. comply with all applicable laws, statutes, regulations and codes from time to time in force; and
  2. comply with the Customer’s Supplier Code of Conduct, available on its website.
2. The Supplier shall certify its compliance with the Supplier Code of Conduct, in line with section 11 thereof, on the Buyer’s request.
Data protection
1. The following definitions apply in this clause 13: Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
3. The Customer is the Controller and the Supplier is the Processor.
4. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.
5. The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
  1. process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by UK law to otherwise process that Personal Data. Where the Supplier is relying on UK law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the UK law unless the UK law prohibits the Supplier from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
    2. the Data Subject has enforceable rights and effective legal remedies;
    3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  5. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
  7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
6. The Customer does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.
Termination
1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract:
  1. with immediate effect by giving written notice to the Supplier if:
    1. there is a change of control of the Supplier; or
    2. the Supplier commits a breach of clause 12.1.
  2. for convenience by giving the Supplier three months’ written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, or suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Consequences of termination
1. On termination of the Contract, 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 the Contract.
2. Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
General
1. Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for three weeks, the party not affected may terminate the Contract immediately by written notice
2. Assignment. The Customer may, but the Supplier may not, assign, transfer or deal in any other manner with any or all of its rights or obligations under the Contract.
3. Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. The Supplier shall remain responsible for all the acts and omissions of its permitted subcontractors as if they were its own.
4. Entire agreement. The Contract constitutes the entire agreement between the parties.
5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the Customer.
6. Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9. Freedom of Information. The Supplier shall take such reasonable steps as are necessary to assist the Customer in complying with its obligations under the Freedom of Information Act 2000.
10. Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
11. Confidentiality.
  1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.10.2.
  2. Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract, provided that it ensures that such persons comply with this clause 12.10; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

HUMBERSIDE FIRE AND RESCUE SERVICEGENERAL CONDITIONS FOR THE SUPPLY OF GOODS OR SERVICES

Supplier Code of Conduct

Standard terms and Condition

HUMBERSIDE FIRE AND RESCUE SERVICE
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS OR SERVICES