Conditions of Contract

1. Interpretation

   1. Definitions
      In these conditions
      
      1. 'The Authority' means the South East England Development Agency.
      2. 'The Contractor' means the supplier of any goods or services under the Contract.
      3. 'The Contract' means the documents forming the Contractor's quotation or tender, the Authority's acceptance thereof including the Purchase Order, and these conditions. In the case of any discrepancy between these conditions and any of the Authority's conditions in the tender documents, the latter conditions shall prevail.
      4. 'Goods' means any things supplied or to be supplied to the Authority under the Contract.
      5. 'Services' means any services provided or to be provided to the Authority under the Contract.
      6. 'The Purchase Order' means the Authority's pre-printed and numbered form used by the Authority to enter into the agreement to purchase the goods or services and bearing these conditions on the reverse, together with any documents annexed to it.
      
      
   2. English Law
      The proper law of the Contract is English law.
      
   
   

2. General conditions for the supply of goods and services

   Acknowledgement, Invoices and Payment

   A priced Invoice bearing the Purchase Order number shall be forwarded to the address given.
   
   Should a purchase order number not be quoted, the Invoice may be returned unpaid.
   Payment shall be made within 30 days of receipt of the information required to verify the invoice except where the amount is in dispute.
   

   Environmentally Damaging Substances

   The Contractor shall take all possible care to ensure that any materials used do not contain CFCs (chlorofluorocarbons), halons and any other environmentally damaging substances.
   

   Loss or Damage

   The Contractor shall at his own cost reinstate, replace or make good to the satisfaction of the Authority, or if the Authority agrees, compensate the Authority for, any loss or damage connected with the, execution of this Contract. The Authority shall reimburse the contractor for any costs or expenses which the contractor incurs in accordance with this Condition to the extent that the loss or damage is caused by the neglect or default of the Authority. 'Loss or damage' includes: loss or damage to properly; personal injury to or the sickness or death of any person; loss of profits or loss of use suffered because of any loss or damage.
   

   Recovery of Sums from Contractor

   Whenever under the Contract a sum shall be recoverable from or payable by the Contractor, that sum may be deducted from or reduced by the amount of any sum or sums then due or which at any time thereafter may become due to the Contractor under or in respect of -
   

   1. the Contract, or
   2. any other contract with the Authority.

   
   

   Gifts

   The Contractor shall not offer, give or agree to give to any person in the employ of the South East England Development Agency any gift, consideration or reward in the attainment or execution of the contract.
   

   Assignment

   The Contractor shall not without consent in writing from the Authority's Contract Manager assign or transfer the Contract or any order placed under it.
   

   Notices

   Notices may be served by delivery to the Contractor or by sending them by facsimile or by ordinary pre-paid post to the Contractor's registered office when they shall be deemed to be served on the day when in the ordinary course of the post, they would have been delivered.
   

   Variations to the Contract

   This Contract may only be varied in writing.

   
   

3. Conditions for the supply of goods

   Contractor's Duties

   The Contractor shall supply the goods specified in the Purchase Order.
   Goods may be returned at the Contractor's expense if they do not correspond with the Purchase Order.
   
   All goods shall be delivered, carriage free, at the place and time specified and only between 9.00am and 4.00pm Mondays to Fridays, unless otherwise agreed. An Advice Note must be sent by post and a Delivery Note accompany the goods.
   
   Packaging will not be paid for but if the Contractor describes these as returnable, they will be returned at the Contractor's expense.
   

   
   

4. Conditions for the supply of services

   Contractor's Duties

   The Contractor shall provide the Services properly and efficiently in accordance with the Purchase Order, commencing on the date and enduring for the period specified in the Purchase Order. The Contractor shall comply with any directions given to him by the Authority.
   

   Termination

   The Authority may terminate the Contract on giving 3 months notice to the Contractor. If the Contractor fails to fulfil his obligations, the Authority may terminate the Contract forthwith.
   

   Controlled Waste

   Waste products and materials arising out of the performance of the Contract shall be dealt with and disposed of by the Contractor, his subcontractors or agents, in compliance with section 34 of the Environment Act 1990.
   

   Uniforms and Photopasses

   The Contractor must ensure that all of his staff whilst performing the services wear either -

   • a uniform of a kind or design approved by the Authority; or
   • a photopass issued by the Authority; or
   • both a uniform and a photopass as mentioned above.

   
   

   Sub-contracting and assignment

   1. The Contractor may not without the consent in writing of the Authority sub-contract the Services or any part of them and may not assign this Contract or any part of it.
      
   2. In the event that the Contractor, with the agreement of the Authority, enters into a sub-contract in connection with the Contract, the Contractor shall ensure that a clause is included in the sub-contract which requires the Contractor to pay all sums due to the sub-contractor thereunder within a specified period, not exceed 30 days from the receipt of a valid invoice, unless otherwise agreed between the sub-contractor and the Contractor at the time of the award of the sub-contract.