Standard Terms & Conditions of Purchase

1. Basis Of Purchase

  1. In these Conditions the following words will have the following meanings:

    "Goods"

    goods of the type set out in the Order (including any part or parts of them);

    "Order"

    the University's written instruction to supply the Goods, incorporating these Conditions;

    "the Seller"

    the person, firm or Company who accepts the University's Order; and

    "the University"

    the Chancellor, Masters and Scholars of the University of Oxford.
  2. The Seller will sell the Goods to the University subject to these Conditions.
  3. The agreement will take effect either:
    1. on the University's receipt of the Seller's acknowledgement; or
    2. on the Seller's execution of the University's instructions, in whole or in part - whichever is the earlier.
  4. These Conditions will govern the agreement for the sale of the Goods to the entire exclusion of all other terms or conditions.
  5. No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification or similar document will form part of the agreement and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
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2. Delivery

  1. Delivery will be at the address (if any) stated in the Order or if none is so stated then at the address of the ordering University department. The Seller will off-load the Goods as directed by the University.
  2. Time of delivery is of the essence of the agreement. If no delivery date is specified in the Order the Seller will deliver the Goods within one month after the date of the Order.
  3. Unless otherwise stipulated by the University in the Order, 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.
  4. A packing note quoting the number of the Order, the date of the Order, 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.
  5. The University will be entitled to reject any Goods delivered which are not in accordance with the Order, or which (after the University has considered data supplied under Condition 6) 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.
  6. The Seller will supply the University in good time with any instructions or other information required to enable the University to take delivery of the Goods.
  7. The University will not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the University.
  8. If all the Goods ordered have not been delivered within the time fixed for delivery, the agreement will be treated as effective for any Goods actually delivered before the expiry of that time (at the appropriate price for those Goods) and as cancelled for the remainder, unless within 14 days after the expiry of the time fixed for delivery the University gives the Seller notice either:
    1. that the University elects to cancel the whole Order; or
    2. specifying a new delivery date, in which case (but subject to the following paragraphs of this condition) the agreement will be construed as if the new date had been that originally specified.
  9. If the whole Order is cancelled under condition 2.8.1 above, any Goods already delivered will be at the Seller's risk on and from the date of the notice of cancellation and the Seller 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.
  10. The University's exercise of either of the options mentioned in condition 2.8 will not affect any claim resulting from the Seller's failure to deliver by the date originally fixed for delivery.
  11. 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 the 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.

 

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3. Price and Payment

  1. The price shown on the Order includes the costs of delivery at the place specified in condition 2.1 and represents the University's maximum liability under the Order. All non-returnable packing costs, freight charges, insurances, duties, taxes and any other costs or charges which may be involved in delivery must be paid by the Seller. No increase in the price may be made without the University's prior consent.
  2. Import Duty
    1. If import duty is payable where Goods are imported into the United Kingdom from abroad, the Seller 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 Seller in applying to recover duty from the United Kingdom authorities. Any duty recovered by the Seller will be retained by the Seller if the price of the Goods excludes import duty. Any duty recovered by the Seller will be paid to the University, if the price of the Goods includes import duty.
    2. If the Seller is unable to recover the import duty from the United Kingdom authorities the Seller will in no circumstances be entitled to recover it from the University.
  3. Subject to the University deciding to take advantage of any discounts for early payment, payment will be made on or before the last day of the month following that in which the invoice is received or delivery is completed, whichever is the later. Time for payment will not be of the essence of the agreement, but if the University fails to make payment on the due date the Seller 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. Without prejudice to any other right or remedy, the University will be entitled to set off against the price of the Goods any sums owed to it by the Seller.
  5. The price shown on the Order is 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.
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4. Warranty

  1. The quantity, quality and description of the Goods will conform with any particulars or specifications given in the Order. The Goods will be of sound materials and workmanship capable of any standard of performance specified in the Order and matching in all respects any samples, patterns or specifications provided or given by either the Seller or the University in connection with the agreement. If the purpose for which the Goods are required is clear to the Seller, 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 the agreement.
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5. Indemnity

The Seller 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:

  1. any infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or sale of the Goods: 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;
  2. any defect in the Goods, 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);
  3. any act or omission by the Seller, its employees, agents or sub­ contractors in supplying, delivering or installing the Goods; and
  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.
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6. Hazardous Goods

  1. Where the Goods comprise or include substances hazardous to health, the Seller 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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7. The University's Property

  1. Materials, equipment, tools, dies, moulds, computer disks and other materials supplied by the University to the Seller, or not so supplied but used by the Seller specifically in the manufacture of the Goods, will at all times be and remain the exclusive property of the University. They will be held by the Seller in safe custody at its own risk, and maintained and kept in good condition by the Seller, 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.
  2. The Seller does not acquire under these Conditions any copyright, design rights or any other forms of intellectual property rights in any drawings, specifications and data supplied by the University to the Seller.
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8. Confidentiality

  1. The Seller will not disclose or make use of information provided to the Seller by the University (whether patentable or not) for purposes other than the execution of this Order without the University's consent, except where such information is or becomes publicly available through no fault of the Seller.
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9. Force Majeure

  1. The University reserves the right to cancel the agreement or reduce the volume of the Goods ordered or require the Seller to suspend deliveries 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.
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10. Assignment

  1. The Seller may not assign or otherwise transfer the agreement in whole or part without the University's consent. The Parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 any of the terms of the agreement should be enforceable by a person who is not a party to it.
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11. Anti-Bribery

  1. The Seller shall:
    1. comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);
    2. 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;
    3. promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of this Agreement; and
    4. immediately notify the University (in writing) if a foreign public official becomes an officer or employee of the Seller or acquires a direct or indirect interest in the Seller (and the Seller warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the Commencement Date).
  2. The Seller shall ensure that any person associated with the Seller 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 Seller in this clause 11. The Seller 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.    
  3. Breach of this clause 11 shall be deemed a material breach under clause 12.
  4. For the purpose of this clause 11, 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 11 a person associated with the Seller includes but is not limited to any subcontractor of the Seller.
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12. Termination

  1. The University will be entitled to cancel the Order in respect of all or part only of the Goods by giving notice to the Seller at any time and for any reason prior to delivery in which event the University's sole liability will be to pay the Seller the price of the Goods in respect of which the University has exercised its right of cancellation, less the net saving of costs arising to the Seller from cancellation.
  2. This agreement may be terminated by either party for any material breach of the obligations set out in this agreement, by giving twenty-eight (28) days' notice to the other of its intention to terminate. The notice will include a detailed statement describing the nature of the breach. If the breach is capable of being remedied and is remedied within the twenty-eight (28) day notice period, then the termination will not take effect. If the breach is of a nature such that it can be fully remedied but not within the twenty-eight (28) day notice period, then termination will also not be effective if the party involved begins to remedy the breach within that period, and then continues diligently to remedy the breach until it is remedied fully. If the breach is incapable of remedy, then the termination will take effect at the end of the twenty-eight (28) day notice period in any event.
  3. The agreement may be terminated by either party immediately on giving notice to the other if the other party becomes bankrupt or insolvent, or has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets, or passes a resolution for winding-up (otherwise than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect, or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business.
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13. Notices

  1. 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 the provisions of this condition. 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.
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14. General

  1. Clause headings are inserted in these conditions for convenience only, and they will not be taken into account in the interpretation of the agreement.
  2. The Order and these Conditions together constitute the entire agreement between the parties relating to the subject matter of the agreement. Any variation will be in writing and signed by authorised signatories for both parties. Nothing in this condition will operate to limit or exclude liability for fraud.
  3. If any provision of the 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.
  4. Each right or remedy of the University under the agreement is without prejudice to any other right or remedy of the University whether arising under the agreement or otherwise.
  5. Failure or delay by the University in enforcing or partially enforcing any provision of the agreement will not be construed as a waiver of any of its rights under the agreement.
  6. Any waiver by the University of any breach of, or any default under, any provision of the agreement by the Seller will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the agreement.
  7. The agreement will be governed by English law. The English Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the 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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