Agreement / Contract for the Supply of Goods and [Non-Consultancy] Services

1. Definitions and Basis of Agreement

1.1 In this Agreement the following words will have the following meanings:

"Charges"

The price payable by the Supplier for the Goods and Services set out at Annex B.

 "Goods"

The goods set out in Annex A Part 1 (including any part or parts of them).

 "Intellectual Property"

All intellectual property in the Goods or arising from the performance of this Agreement. 

 "the Services"

The services described in Annex A Part 2 to this Agreement.

1.2 The Supplier shall sell the Goods and supply the Services to the University subject to these Conditions.

1.3 These Conditions will govern the agreement for the sale of the Goods and the provision of the Services to the University to the entire exclusion of all other terms or conditions.

1.4 No terms or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or similar document will form part of this Agreement and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.

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2.The Services

2.1 The Supplier shall obtain adequate insurance cover for all work done by the Supplier under this Agreement, and shall provide the University with a copy of the policy on request.

2.2 The Supplier shall supply the Services to such places and at such dates and times as the University may reasonably specify: the initial requirements are set out in Annex A.

2.3 Whenever the Supplier’s staff work on University premises, the Supplier will ensure their compliance with all applicable legislation including the Health and Safety at Work. Act and with the University’s fire, health and safety policies and procedures. The Supplier shall be responsible for any loss, damage or injury occasioned to or by the Supplier’s staff as a result of their failure so to comply.

2.4 The University reserves the right to exclude or deny access to its premises to any person, including those employed or engaged by the Supplier.

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3. The Goods

3.1 Delivery will be at the address (if any) stated in Annex A Part 1 or if none is so stated then at the address where the Services are being provided. The Supplier will off-load the Goods as directed by the University.

3.2 Time of delivery is of the essence of this Agreement. If no delivery date is specified in Annex A Part 1 the Supplier will deliver the Goods as and when they are required to ensure timely and efficient provision of the Services in accordance with this Agreement.

3.3 Unless otherwise stipulated by the University in Annex A or otherwise in writing, deliveries will only be accepted by the University during the normal hours of business of the University department to which delivery is to be made.

3.4 A packing note quoting the Supplier’s name, the number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered, must accompany each delivery or consignment of the Goods and must be displayed prominently.

3.5 The University will be entitled to reject any Goods delivered which are not in accordance with Annex A, or which (after the University has considered data supplied under Clause 3.9) are regarded by the University as an unacceptable risk; and will not be deemed to have accepted any Goods until the University has had a reasonable time to inspect them and consider such data following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

3.6 The Supplier will supply the University in good time with any instructions or other information required to enable the University to take delivery of the Goods.

3.7 The University will not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the University.

3.8 Risk and property in the Goods will pass to the University after it has had a reasonable opportunity of inspecting them; and neither section 14 (2C) of the Sale of Goods Act 1979 nor the rules in section 18 of that Act apply to this Agreement. No act of the University required for testing the Goods will of itself be deemed to be, or be evidence of, the University’s acceptance of them.

3.9 Where the Goods comprise or include substances hazardous to health, the Supplier will supply the University on or before delivery with all data necessary to allow the University to form a suitable and sufficient assessment of the attendant risks and of the steps which need to be taken in order to meet the requirements of all relevant Statutory Regulations.

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4. Payment

4.1 Unless otherwise stipulated by the University in Annex B, the University will pay the Charges on a monthly basis. Payment will be made on or before the last day of the month following that in which the University receives a correct tax invoice which records the charges and VAT, and is accompanied by an itemised schedule showing the amounts due. Time for payment will not be of the essence of this Agreement, but if the University fails to make payment on the due date the Supplier may charge interest on the balance outstanding, accruing from day to day at the rate of four per cent (4%) per annum above the Barclays Bank plc Base Rate from time to time in force and compounded annually as at 31 December.

4.2 The Charges represent the University’s entire liability to the Supplier under this Agreement. Unless otherwise stipulated by the University in Annex B, the Supplier shall be responsible for payment of any delivery costs or charges in relation to the Goods, including but not limited to non-returnable packing costs, freight charges, insurances, duties or taxes.

4.3 If import duty is payable where Goods are imported into the United Kingdom from abroad, the Supplier will be responsible for paying it notwithstanding that the duty may subsequently be recoverable from the United Kingdom authorities. The University will co‑operate with the Supplier in applying to recover duty from the United Kingdom authorities. Any duty recovered by the Supplier will be retained by the Supplier if the Charges exclude import duty. Any duty recovered by the Supplier will be paid to the University, if the Charges include import duty.

4.4 If the Supplier is unable to recover the import duty from the United Kingdom authorities the Supplier will in no circumstances be entitled to recover it from the University.

4.5 The Charges are exclusive of any applicable Value Added Tax which will be paid by the University at the rate and in the manner for the time being prescribed by law.

4.6 Without prejudice to any other right or remedy, the University will be entitled to set off against the Charges any sums owed to it by the Supplier.

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5. The University's Property

5.1 All Intellectual Property shall belong to the University. The Supplier does not acquire under this Agreement any copyright, design rights or other forms of Intellectual Property rights in any drawings, specifications, data or other materials supplied by the University to the Supplier.

5.2 At the request and cost of the University (either during the term of this Agreement or after its termination), the Supplier will execute promptly all documents and carry out all actions which may reasonably be necessary in order to vest in the University or its nominee all rights in the Intellectual Property; and enable the University or its nominee to obtain and renew all patent, design, trademark, copyright and other registrations available for the protection of the Intellectual Property.

5.3 The University shall have no liability to account to the Supplier for any revenue or profit derived or resulting from the Intellectual Property.

5.4 Materials, equipment, tools, dies, moulds, computer disks and other materials supplied by the University to the Supplier, or not so supplied but used by the Supplier specifically in the manufacture or supply of the Goods or Services, will at all times be and remain the exclusive property of the University. They will be held by the Supplier in safe custody at its own risk, and maintained and kept in good condition by the Supplier, until returned to the University, and will not be disposed of other than in accordance with the University’s instructions; nor will such items be used otherwise than as authorised by the University.

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6. Confidentiality

Except insofar as such matters are properly in, or come into, the public domain, the Supplier agrees to keep secret and confidential all information which the Supplier receives about the research and affairs of the University; and not to disclose any such information to any person unless otherwise expressly provided by this Agreement, or unless ordered to do so by a court of competent jurisdiction.

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7. Warranty

7.1 The Supplier warrants to the University that the quantity, quality and description of the Goods will conform with any particulars or specifications given in Annex A. The Goods will be of sound materials and workmanship capable of any standard of performance specified in Annex A, and of ensuring timely and efficient completion of the Services and matching in all respects any samples, patterns or specifications provided or given by either the Supplier or the University in connection with this Agreement. If the purpose for which the Goods are required is clear to the Supplier, either expressly or impliedly, then the Goods will be fit for that purpose. Notwithstanding that the University may not deal as a consumer (as that expression is defined in the Unfair Contract Terms Act 1977) all the terms implied by Sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 form part of this Agreement.

7.2 The Supplier warrants to the University that the Supplier will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services; that the Services will conform with all descriptions and specifications provided to the Customer by the Supplier; and that the Services and Goods and any other products of the Services will be provided in accordance with all applicable legislation from time to time in force, and the Supplier will inform the University as soon as it becomes aware of any changes in that legislation. The University’s rights under this Agreement are in addition to the statutory terms implied in favour of the University by the Supply of Goods and Services Act 1982 and any other statute.

7.3 The provisions of this clause 7 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by the Supplier.

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8. Indemnity

8.1 The Supplier will keep the University indemnified in full against all direct, indirect or consequential liability, loss, damage, injury, costs and expenses (including, without limitation, legal and other professional fees and expenses) (“Loss”) awarded against or incurred by the University as a result of or in connection with:

  • 8.1.1 any infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or sale of the Goods or other products of the Services: where Goods are supplied to the University’s specification or design this indemnity will apply only to the extent that the infringement or alleged infringement is not attributable to the University’s specification or design;
  • 8.1.2 any defect in the Goods or other products of the Services, whether such defect is attributable to faulty materials, workmanship or design (other than a defect in a design which the University has made, supplied or specified);
  • 8.1.3 any act or omission by the Supplier, its employees, agents or sub-contractors in supplying, delivering or installing the Goods or performing the Services; and
  • 8.1.4 any claim made against the University in respect of any Loss sustained by the University’s employees or agents or by any customer or third party to the extent that such Loss was caused by, relates to or arises from the Goods or the performance of the Services by the Supplier, its employees, agents or subcontractors.
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9. Anti-Bribery

9.1 The Supplier shall:

(a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);

(b) have and shall maintain in place throughout the duration of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

(c) promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement; and

(d) immediately notify the University (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the Commencement Date).

9.2 The Supplier shall ensure that any person associated with the Supplier who is providing the Services and/or performing obligations under this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 9. The Supplier shall be responsible for the observance and performance by such persons of such terms, and shall be directly liable to the University for any breach by such persons of any of such terms.

9.3 Breach of this clause 9 shall be deemed a material breach under clause 12.

9.4 For the purpose of this clause 9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 9 a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

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10. Right to Work Checks

The University requires its suppliers to comply with UK immigration legislation and to ensure full compliance with the UK Border Agency’s guidance for employers on the prevention of illegal working, in accordance with the Immigration, Asylum and Nationality Act 2006 in respect to all staff engaged by the supplier and working at the University (the UK Border Agency’s guidance is available at http://www.ukba.homeoffice.gov.uk/sitecontent/documents/employersandsponsors/preventingillegalworking/currentguidanceandcodes/comprehensiveguidancefeb08.pdf?view=Binary. The University expects that proper ‘right to work checks’, including repeat checks for individuals with limited right to work in the UK, will have been carried out for staff engaged by the Supplier and working at the University, and that the Supplier complies fully with its record-keeping and reporting responsibilities for any migrant workers sponsored by the supplier under Tier 2 or Tier 5 of the UK Border Agency’s points-based immigration system. The Supplier will, on request, provide the University with such documentation as it may require to verify that the supplier has complied with the requirements set out above.

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11. Information Security

The Consultant shall comply with the University’s Information Security Policy, as amended from time to time, a copy of which may be accessed here: http://www.oucs.ox.ac.uk/network/security/ISBP/ispolicy.xml.
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12. Duration

12.1 Subject to clause 12.2, this Agreement will continue in effect until it is terminated by either party serving not less than ninety (90) days’ written notice on the other.

12.2 Notwithstanding clause 12.1 the University may terminate this Agreement with immediate effect and without any compensation or damages due to the Supplier, but without prejudice to any other rights or remedies the University may have, if the Supplier should:

  • 12.2.1 commit a material breach of the terms of this Agreement which it fails to remedy within fourteen (14) days after receipt of written notice from the University specifying the breach and requesting remedy;
  • 12.2.2 fail to deliver all the Goods and Services within or at the time specified by the University;
  • 12.2.3 persistently neglect, fail or refuse for whatever reason to perform the Services to the reasonable satisfaction of the University;
  • 12.2.4 act in any way materially contrary to the interests of the University whilst providing or purporting to supply the Services or Goods;
  • 12.2.5 have a petition presented for its winding-up, or pass a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compound with its creditors, or have a receiver or administrative receiver appointed of all or any part of its assets, or enter into any arrangements with creditors, or take or suffer any similar action in consequence of debts.

12.3 In the event of the termination of this Agreement under clause 12.2 the University shall only be liable to the Supplier in respect of Charges in accordance with the terms of this Agreement:

  • 12.3.1 for the Services provided up to the effective date of termination; and
  • 12.3.2 for the Goods supplied up to the effective date of termination, unless the University shall give the Supplier notice on or before termination of its election to cancel this Agreement in respect of all Goods including those already supplied.

12.4 If the whole Agreement in respect of all Goods is cancelled by the University under condition 12.3.2 above, or the University otherwise rejects the Goods in accordance with this Agreement, any Goods already delivered will be at the Supplier’s risk on and from the date of the University’s notice to that effect and the Supplier will collect them from the place to which they were delivered, giving reasonable notice of the time of collection. Pending collection the University will not be responsible for insuring them or for taking any special precautions for their safe custody, nor will the University be liable for any damage to them caused otherwise than by the wilful or negligent act of any of its officers or servants. The University’s exercise of its rights under this clause will not affect any claim resulting from the Supplier’s default entitling the University to cancel or reject the Goods in accordance with this Agreement.

12.5 On the termination of this Agreement (however arising), the Supplier will deliver up to the University all documents, papers, data, equipment, materials of any sort, identity cards and keys which were furnished by the University to the Supplier, or which were prepared by or on behalf of the Supplier for the University in the course of providing the Services.

12.6 The obligations of the parties under clauses 5, 6, 7, 8, 12, 13 and 15 will survive the termination of this Agreement (for whatever reason).

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13. Relationship between the Parties

13.1 The relationship of the Supplier to the University will be that of independent contractor.

13.2 The Supplier will not hold itself out as the agent of the University, and will not have any authority to act on behalf of the University, to conclude any contracts or incur any obligation or liability on behalf of or binding upon the University, or to sign any document on the University’s behalf.

13.3 The Supplier may not sub-license, assign, transfer, mortgage or part with this Agreement or any of its rights, duties or obligations under this Agreement without prior written consent from the University.

13.4 The Supplier will procure and enforce written agreement to comply with the terms of this Agreement from such staff as the Supplier may consider necessary in order to provide the Services.

13.5 The parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 any of the terms of this Agreement should be enforceable by a person who is not a party to it.

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14. Force Majeure

The University reserves the right to cancel this Agreement or reduce the Goods or Services or require the Supplier to suspend performance or delivery in the case of any strike, lockout, disorder, fire, explosion, accident or stoppage of or affecting the University’s business or work which is beyond the University’s reasonable control and which prevents or hinders the use of the Goods or the performance or need for the Services.

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15. Miscellaneous

15.1 Clause headings are inserted in this Agreement for convenience only, and shall not be taken into account in the interpretation of this Agreement.

15.2 All notices and consents which are required to be given under this Agreement must be in writing and sent to the address of the recipient set out in this Agreement, or any other address in the United Kingdom which the recipient may designate by notice given in accordance with this clause. Any notice may be delivered personally, by first-class pre-paid letter, or by fax; and will be deemed to have been served if by hand when delivered, if by first-class post forty-eight (48) hours after posting, and if by fax when despatched with error-free transmission.

15.3 This Agreement and its Annexes (which are incorporated into and made a part of this Agreement) together constitute the entire agreement between the parties relating to the Services. Any variation shall be in writing and signed by authorised signatories for both parties. Nothing in this clause will operate to limit or exclude liability for fraud.

15.4 If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the parties will uphold the remainder of this Agreement, and will negotiate an amendment which, so far as legally feasible, maintains the economic balance between the parties.

15.5 Each right or remedy of the University under this Agreement is without prejudice to any other right or remedy of the University, whether arising under this Agreement or otherwise.

15.6 Failure or delay by the University in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.

15.7 Any waiver by the University of any breach of, or any default under, any provision of this Agreement by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

15.8 This Agreement shall be governed by English Law. The English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this Agreement.

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Contact details

For further information, please contact:
The Purchasing Department
Telephone: 01865 (6) 16022
Fax: 01865 (6) 16023
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