Terms of the Business

  1. Definitions
    • “Authority” means Humberside Fire and Rescue Service
    • “Contract” means these terms and conditions together with the Purchase Order and the [Tender/Quotation (as applicable)]
    • “Good Industry Practice” means the standards, practices, methods and procedures conforming to the law and the exercise of that degree of skill, diligence, prudence and foresight which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in the same or a similar type of undertaking as the Supplier under the same or similar circumstances, seeking in good faith to comply with its contractual and other obligations
    • “Goods” means the goods described in the [“Tender/Quotation/Purchase Order”]
    • “Party” means each of the Authority and the Supplier, who shall together be known as the “Parties
    • “Services” means the services described in the [“Tender/Quotation/Purchase Order”]
    • “Supplier” means the person, firm or company from whom the Authority purchases the Goods and/or Services in connection with this Contract
    • [“Tender/Quotation] means the document setting out the Supplier’s proposal for meeting the Authority’s requirements in relation to the Goods and/or Services
    • Purchase Order”] means the Authority’s official order form confirming its requirements for the Goods and/or Services
  2. Term of Contract
    • The term of this Contract shall be for the period as specified in the [Purchase Order] (“Term”).
  3. Tender/Quotation
    • [In the event that the Purchase Order is for the supply of goods or services where specific quantities are unknown, the Authority shall not be under any obligation to place orders for the Goods or Services with the Supplier.
    • The Authority may accept a Tender/Quotation for all or any of the Goods and/or Services in respect of which the Tender/Quotation is made although the Authority reserves to itself the right to enter into a contract but not to hereafter place any orders with the Supplier.]
  4. Basis of Contract
    • These terms and conditions apply to the Contract between the Authority and the Supplier to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or whether implied by trade, custom, practice or course of dealing.
    • The [Tender/Quotation and Purchase Order] for the supply of Goods and/or Services, together with [written] acceptance by the Authority [and the Supplier], shall become a binding contract upon.
    • The [Tender/Quotation/Purchase Order] shall specify the Goods and/or Services to be supplied; the price to be paid or the manner in which the price is to be determined together with a statement as to the amount of any discount(s) or other deduction(s); the period(s) within which the arrangements are to be performed and such other conditions and terms as may be agreed between the Parties.
  5. Obligations of the Supplier
    • The Supplier shall, from the date set out in the [Purchase Order] (“Commencement Date”) and for the duration of the Term provide the Goods and/or Services to the Authority in accordance with the terms of this Contract.
    • The Supplier shall meet any performance dates for the delivery of the Goods and/or Services specified in the [Tender/Quotation/Purchase Order] and time shall be of the essence for such performance.
    • In providing the Goods and/or Services, the Supplier shall:
      • comply with all instructions of the Authority;
      • 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;
      • ensure that the Services conform with all descriptions and specifications set out in the [Tender/Quotation/Purchase Order];
      • ensure that all documents, products and materials developed by the Supplier in relation to the Services in any form or media (“Deliverables”), and all goods and materials supplied and used in the Services or transferred to the Authority conform with all descriptions and specifications set out in the [Tender/Quotation/Purchase Order], and are free from defects in workmanship, installation and design;
      • hold all materials, equipment and tools, drawings, specifications and data supplied by the Authority to the Supplier (“Authority Materials”) in safe custody at its own risk, maintain the Authority Materials in good condition until returned to the Authority, and not dispose or use the Authority Materials other than in accordance with the Authority’s written instructions or authorisation;
      • not do or omit to do anything which may cause the Authority to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Authority may rely or act on the Services; and
      • comply with the Authority’s anti-bribery policy, which is available upon request from the Authority.
      • In relation to the Services:
        • perform the Services with the best care, skill and diligence in accordance with Good Industry Practice in the Supplier’s industry, profession or trade.
      • In providing the Goods, the Supplier shall ensure the Goods:
        • correspond with their description and any applicable specification;
        • are of satisfactory quality (within the meaning of the Sale of Goods Act 1979 and the Sale and Supply of Goods Act 1994) and fit for any purpose held out by the Supplier or made known to the Supplier by the Authority, expressly or by implication, and in this respect the Authority relies on the Supplier’s skill and judgment;
        • are, where applicable, free from defects in design, materials and workmanship and remain so for [12 months] after delivery; and
        • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
      • The Supplier shall ensure that at all times it has and shall maintain all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
      • The Authority may inspect and test the Goods at any time before Delivery.
      • If, following such inspection or testing the Authority considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 5.3.9 above, the Authority shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
      • Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing does not reduce or otherwise affect the Supplier’s obligations under the Contract, and the Authority has the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
      • The Supplier shall deliver the Goods:
      • on the date specified in the [Tender/Quotation/Purchase Order];
      • to the location set out in the [Tender/Quotation/Purchase Order] or as instructed by the Authority before delivery (“Delivery Location”); and
      • during the Authority’s normal hours of business, or as instructed by the Authority.
      • Delivery of the Goods is complete on the completion of unloading the Goods at the Delivery Location (“Delivery”).
      • Title and risk in the Goods pass to the Authority on completion of Delivery.
      • If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 5.3.9 above, then, without limiting its other rights or remedies, the Authority has one or more of the following rights, whether or not it has accepted the Goods:
        • 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;
        • to terminate the Contract with immediate effect by giving written notice to the Supplier;
        • to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
        • to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
        • to recover from the Supplier any expenditure incurred by the Authority in obtaining substitute goods from a third party; and
        • to claim damages for any additional costs, loss or expenses incurred by the Authority arising from the Supplier’s failure to supply Goods in accordance with clause 5.3.9.
  6.  Payment and Prices
    • The prices payable by the Authority for the supply of the Goods and/or Services (“Prices”) are as set out in the [Tender/Quotation/Purchase Order], and are the full and exclusive remuneration of the Supplier in respect of provision of the Goods and/or performance of the Services.
    • Unless otherwise agreed in writing by the Authority, the Prices shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services.
    • All amounts payable by the Authority under the Contract are [exclusive] of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier, the Authority shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as chargeable on the supply of the Goods and/or Services at the same time as payment of the Prices are due for the supply of the Goods and/or Services.
    • The Supplier may not assert any credit, set-off or counterclaim against the Authority in order to justify withholding payment of any such amount in whole or in part. The Authority may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by the Authority to the Supplier.
  7. Fluctuations in Prices
    • [Where during the Term of the Contract there is an increase in the price of any of the goods or materials supplied under the Contract [due to a cause outside the control or beyond the jurisdiction of the Supplier], the Supplier shall give notice to the Authority of such increase in price (which shall contain details of how an increase is made up) and make an application to continue the supply of goods or materials at such increased price.
    • Within 28 days of the receipt of such notice and application, the Authority shall by notice in writing to the Supplier, either:
      • refuse the increased price and terminate the Contract; or
      • accept the increased price in which case the Contract shall continue to subsist.
    • If the Authority fails to give such notice to the Supplier within the period of 28 days, the Authority shall be deemed to have [refused] the increased price.
    • If the Authority accepts the increase in price, the revised price shall take effect from [number] days after the Authority’s written acceptance in accordance with clause 6.2.2.]

[OR]

[The Prices shall be fixed for the Term of the Contract]

  1. Intellectual Property Rights
    • The Supplier assigns to the Authority, 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 but not limited to, the Deliverables.
    • The Supplier shall, promptly at the Authority’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Authority may from time to time require for the purpose of securing for the Authority the full benefit of the Contract, including all rights, title and interest in and to the intellectual property rights assigned to the Authority in accordance with clause 7.1.
    • All Authority Materials are the exclusive property of the Authority.
  2. Indemnity
    • The Supplier shall keep the Authority indemnified in full and on demand against all costs, expenses, damages and losses (including but not limited to 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 or incurred by the Authority as a result of or in connection with:
    • any claim made against the Authority by a third party arising out of, or in connection with, the supply of the Goods and/or 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; and
    • any claim brought against the Authority for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Goods and/or Services.
    • For the duration of the Contract and for a period of 12 months thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Authority’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.
    • This clause 8 shall survive termination of the Contract.
  3. Confidentiality
    • 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, or otherwise obtained by, 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 or its products or its services which the Receiving Party may obtain.
    • The Receiving Party shall restrict disclosure of such confidential information to its employees, agents or subcontractors on a “need to know” basis for the purposes of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to the same obligations of confidentiality as those that bind the Receiving Party.
    • This clause 9 shall survive termination of the Contract.
  4. Data Protection and Freedom of Information
    • The Parties acknowledge their respective obligations arising under the Freedom of Information Act 2000 (“FOIA”), the Data Protection Act 1998 and Human Rights Act 1998, and under the common law duty of confidentiality, and will use their reasonable endeavours to assist each other as necessary to enable compliance with these obligations.
    • At the request of the Authority, the Supplier shall take such reasonable steps as are necessary to assist the Authority in complying with its obligations to any public authority in connection with the FOIA.  In this clause 10, “public authority” has the meaning given in Section 3(1) of the FOIA.
    • This clause 10 shall survive termination of the Contract.
  5. Termination
    • Without limiting its other rights or remedies, the Authority may terminate the Contract with immediate effect by giving written notice to the Supplier if:
    • the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
    • the Supplier (being an individual) or where the Supplier is a partnership, any partner in that partnership becomes bankrupt or has a receiving order, administration order or interim order made against him or makes any composition or scheme or arrangements with or for the benefit of his creditors or makes any conveyance or assignment for the benefit of his creditors or purports to do so or any similar event occurs under the law of any other jurisdiction within the United Kingdom;
    • the Supplier (being a company) passes a resolution or the Court makes an order that the company be wound up (except for the purpose of amalgamation or reconstruction) or if an administrative receiver on behalf of a creditor is appointed or if the Court makes an administrative order or if circumstances arise which entitle the Court or a creditor to appoint an administrative receiver or which entitle the Court to make a winding up order or administration order or makes any arrangement for the benefit of such creditors or any similar event occurs under the law of other jurisdiction within the United Kingdom;
    • a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
    • any judgment against the Supplier remains unsatisfied for more than 14 days;
    • the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or
    • the Supplier breaches the terms of the Authority’s anti-bribery policy which shall be provided to the Supplier on request.
    • Without limiting its other rights or remedies, the Authority may terminate the Contract by giving the Supplier [1] months’ written notice.
  6. Consequences of Termination
    • On termination of the Contract for any reason:
    • the Supplier shall immediately deliver to the Authority all Deliverables whether or not then complete, deliver all Goods to the Authority, and return all Authority Materials. If the Supplier fails to do so, then the Authority may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier is solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
    • the accrued rights, remedies, obligations and liabilities of the Parties as at termination are not affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
    • clauses which expressly or by implication have effect after termination continue in full force and effect.
    • This clause 12 shall survive termination of the Contract.
  7. General
    • Assignment and Subcontracting
      • The Supplier shall not assign, transfer, charge, subcontract 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 Authority.
    • Notices
      • Any notice or other communication required to be given to a Party under or in connection with this Contract shall be in writing and shall be delivered to the other Party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier, to the other Party’s registered office (if a company) or (in any other case) its principal place of business.
      • This clause 13.2 does not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” [does or does not] include e-mails.
    • Waiver and cumulative remedies
      • No failure or delay by a Party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    • Variation
      • No variation, including the introduction of any additional terms and conditions to the Contract, shall be effective unless it is agreed in writing and signed by the Authority.
    • No 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.
    • Third Parties
      • No rights under of in connection with the Contract are available to a person who is not a Party.
    • Governing Law and Jurisdiction
      • 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), is governed by, and construed in accordance with, English law, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England.