Campions Group Purchase Order T&C’s
This Purchase Order shall form a binding contract between the Employer and any Supplier in relation to our instructions on behalf of Principals, to provide goods and services from third party suppliers. This Purchase Order incorporates the Terms and Conditions set out in Part 1 of this Purchase Order.
Part 1– Terms and Conditions
1. BASIS OF CONTRACT
1.1 The Purchase Order constitutes an offer by the Employer to purchase the Goods and/or Services in accordance with the Terms and Conditions.
1.2 The Order shall be accepted on the earlier of:
1.2.1 the date of the Purchase Order; or
1.2.2 by any act by the Supplier consistent with fulfilling the Order.
1.3 Subject to Condition 1.5, these Terms and 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.
1.4 Subject to Condition 1.5, 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 Terms and Conditions.
1.5 Should the Employer and the Supplier already be parties to a fully executed Framework Contract, then in the event of a conflict between the terms of the Framework Contract and these Terms and Conditions, the terms of the Framework Contract shall prevail.
2. SERVICE
The Supplier shall to the extent applicable under the Purchase Order supply the Goods and/or carry out and complete the Services in accordance with the Contract and any applicable Framework Contract.
3. REPLACEMENT PARTS
Any replacement part that the Supplier provides in the performance of the Scope of Works shall become the property of the party who owns the relevant Property once installed or when paid for whichever is the later. A part removed from the Property, for which a replacement part is provided, shall become the Supplier’s property once the replacement part becomes the Property.
4. SUPPLIER’S OBLIGATIONS
4.1 The Supplier shall:
4.1.1 When supplying Goods:
(a) Ensure all Goods:
(i) correspond with their applicable Specification (if any);
(ii) 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;
(iii) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
(iv) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling,
packaging, storage, handling and delivery of the Goods.
4.1.2 When supplying Services:
(a) from the date set out in the Purchase Order and for the duration of the Contract provide the Services in accordance with the terms of this Contract;
(b) meet any performance dates for the Services specified in the Purchase Order or that the Employer notifies to the Supplier;
(c) carry out and complete the Services in accordance with the Scope of Works and using all the reasonable skill, care and diligence to be expected of a properly qualified and competent service provider and in accordance with best practice in the Supplier’s industry;
(d) 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;
(e) ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
(f) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(g) 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 Employer, will be free from defects in workmanship, installation and design;
(h) ensure that all replacement parts and any other goods and/or materials used in carrying out and completing the Scope of Works shall be of the best quality, free from defects and in accordance with relevant British Standard specifications, codes of practice and good building practice current at the time of use.
(i) observe and comply with all health and safety rules and regulations and any other security requirements that apply at the applicable Property or Properties and/ or any CAMPIONS GROUP offices or premises.
4.1.3 obtain and maintain all necessary licences and consents to enable the supply of the Goods and/or Services in accordance with the Purchase Order and comply with all applicable statutory requirements.
4.2 The Supplier shall deliver the Goods:
4.2.1 on the delivery date specified in the Purchase Order or, if no such date is specified, then within seven (7) days of the date of the Purchase Order;
4.2.2 at the delivery location set out in the Purchase Order or, if so notified, to the delivery location notified by the Employer to the Supplier prior to dispatch, or if no delivery location is set out in the Purchase Order and the Supplier has not been so notified, to the Employer’s usual business premises (“Delivery Location”); and
4.2.3 during Business Hours or as instructed by the Employer.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If the Supplier:
4.4.1 does not deliver the Goods in full, the Employer may reject the Goods; or
4.4.2 delivers an excess quantity of Goods ordered, the Employer may at its sole discretion reject the Goods and/or the excess Goods,
and any rejected Goods shall be returnable at
the Supplier’s risk and expense.
4.5 The Supplier shall not deliver the Goods in instalments without the Employer’s prior written consent. Where it is agreed that the Goods are delivered by instalments this should be set out in and delivered in accordance with the applicable Purchase Order. Agreed instalments may be invoiced and paid for separately.
4.6 Title and risk in the Goods shall pass to the Employer on completion of the delivery in accordance with Condition 4.3.
5. PAYMENT
5.1 In consideration of:
5.1.1 the Supplier supplying any Goods; and/or
5.1.2 the Supplier agreeing to perform any Services,
the Employer shall pay the Supplier the Fee set out in the Purchase Order in accordance with the terms of this Condition 5 and subject to Condition 7 and Condition 12 shall be the full and exclusive remuneration of the Supplier in respect of the Goods and/or Services to be Supplied under the Purchase Order (including all costs, disbursements and expenses incurred by the Supplier in connection with the Purchase Order) (“the Fee”).
5.2 Upon full completion of the Services as confirmed by the Supplier and agreed by the Employer in writing, or the delivery of Goods ordered in accordance with Condition 4 the Supplier shall submit to the Employer:
5.2.1 a valid tax invoice showing the Fee and any other sums which the Supplier considers is due under the Purchase Order, together with value added tax. Invoices shall comply with Regulations 13 and 14 of the Value Added Tax Regulations 1995 (SI 2518) and shall be supported by documents necessary for verifying the same; and
5.2.2 a payment notice to the Employer specifying the sum that the Supplier considers to be due or to have been due at the payment due date and the basis on which that sum is calculated; and
5.2.3 any other supporting information required by the Employer to verify the accuracy of the invoice, including the relevant purchase order number.
5.3 In consideration of the supply of Goods and or Services by the Supplier, the Employer shall pay all correctly rendered invoices in accordance with this Condition 5.3. The payment shall become due no sooner than the date of receipt by the Employer of the documents required under Condition 5.2. The final date for payment shall be 30 days from the date of receipt of the documents under Conditions 5.2 whichever is the later and payment shall be made to a bank account nominated in writing by the Supplier.
5.4 The Employer may give to the Supplier, not less than one day before the final date for payment, a notice of its intention to pay less than the notified sum. Such notice shall specify the sum that the Employer considers to be due on the date such notice is served and the basis on which that sum is calculated.
5.5 The Employer may at any time require the Supplier to omit the performance of any part of the Scope of Works by written instruction. The Fee shall be reduced accordingly to be proportionate to the revised part of the Scope of Works to be performed by the Supplier. The Supplier shall not be entitled to make any claim in connection with any such omission of the performance of any of the Scope of Works, including any claim for any additional payment, loss (including any direct and/or any consequential loss), expense and/or damages.
5.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Employer to inspect such records at all reasonable times on request.
5.7 The Employer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Employer against any liability of the Employer 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 Employer of its rights under this Condition shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Subject to Condition 6.3, all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2 The Supplier grants to the Employer, or shall procure the direct grant to the Employer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use, copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables and for all purposes relating to the Services. Such licence shall carry the rights to grant sub-licences and shall survive termination of the Contract.
6.3 Where indicated on the Purchase Order (or otherwise agreed in writing between the parties) that the Employer shall own the
Intellectual Property Rights in the Deliverables:
6.3.1 The Employer shall own the Intellectual Property Rights in the Deliverables and the Supplier hereby irrevocably, unconditionally and absolutely assigns to the Employer, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future Intellectual Property Rights subsisting in or relating to all Deliverables whether created, developed or produced before, on or after the Commencement Date;
6.3.2 to the extent that Condition 6.3.1 is not effective to assign legal title to the Intellectual Property Rights in or to the Deliverables, then the Supplier shall assign to The Employer such Intellectual Property Rights as and when requested by The Employer by executing any assignment documents reasonably requested by The Employer;
6.3.3 the Supplier shall procure that its personnel and any third party involved in the provision of the Services shall unconditionally and irrevocably waive all of their moral rights described in Chapter 4 of Part 1 of the Copyright Designs and Patents Act 1988 (or any similar or equivalent legislation anywhere in the world) in respect of the Deliverables.
7. TERM
This Contract shall commence on the date of the Purchase Order or, if earlier, the date the Supplier first performed any services under the Scope of Works (“the Commencement Date”) and shall continue as specified in the Purchase Order or earlier if terminated in accordance with Condition 8.
8. TERMINATION AND SUSPENSION
8.1 The Employer may terminate the Supplier’s engagement under this Contract or the performance of any part of the Scope of Works on 7 days’ prior notice to the Supplier.
8.2 The Employer may provide the Supplier with written notice of any substantial breach by the Supplier of the Supplier’s obligations under this Contract. The notice shall specify the breach and require remedy of the breach. If the Supplier fails to remedy such breach within
28 days of receiving the Employer’s written notice the Employer may issue the Supplier with a second written notice immediately terminating the Supplier’s engagement under this Contract.
8.3 The Employer may provide the Supplier with written notice requiring the Supplier to suspend performance of the whole or any part of the Scope of Works. If the Employer requires the Supplier to suspend the performance of the whole of the Scope of Works, the Employer may by written notice, within a period of 6 months from the date of the notice, require the Supplier to resume performance of the Scope of Works. The Supplier shall, as soon as reasonably practicable, resume performance of the Scope of Works in accordance with this Contract. If
the Employer does not require the Supplier to resume the performance of the Scope of Works within the period of 6 months referred to in this Condition 8.3, then either party may by notice to the other terminate the Supplier’s engagement under this Contract.
8.4 Either party may terminate this Contract forthwith if the other party has entered into any composition or arrangement (whether formal or informal) with the other party's creditors or has a bankruptcy order made against the other part under Section 123 of the 1986 Insolvency Act or becomes the subject of a voluntary arrangement under Section 1 of the said Act or is unable to pay its debts within the meaning of Section 123 of the said Act, or has a receiver, manager, administrator or administrative receiver appointed over its undertaking, assets or income or any part thereof or has passed a resolution for its winding up or suffers any distress or execution or has otherwise ceased to trade.
8.5 Upon termination or suspension in accordance with Condition 8 the Employer shall pay to the Supplier that part of the Fee and any other amounts arising under this Contract which have already accrued as due prior to the date of termination or suspension, less the amount of any payments previously made by the Employer to the Supplier under this Contract.
8.6 On termination or suspension of the Supplier’s engagement the Employer shall not be liable to the Supplier for any loss of profit, loss of contracts or other costs, losses and/or expenses in connection with the termination or suspension.
9. EMERGENCY RESPONSE
9.1 If defects or other faults appear which fall within the Scope of Works but which the Supplier does not rectify in accordance with the agreed response times, the Employer shall be entitled to instruct a third party to rectify such defects or other faults, and the Supplier shall indemnify the Employer for all costs, losses and expenses incurred by the Employer in doing so.
9.2 If defects or other faults appear which fall within the Scope of Works but which in the Employer’s opinion, acting reasonably, require immediate action and which fall outside of the agreed response times for repairs the Employer shall be entitled to instruct a third party to perform the necessary works, but the Supplier shall not be held responsible for the workmanship of that third party.
10. EMPLOYER REMEDIES
10.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date(s) set out in the Purchase Order or any agreed response times, the Employer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
10.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
10.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
10.1.3 to recover from the Supplier any costs incurred by the Employer in obtaining substitute goods and/or services from a third party;
10.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
10.1.5 to claim damages for any additional costs, loss or expenses incurred by the Employer which are in any way attributable to the Supplier’s failure to meet such dates.
10.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in Condition 4.1.1 then, without limiting or affecting other rights or remedies available to it, the Employer shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
10.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
10.2.2 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;
10.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
10.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
10.2.5 to recover from the Supplier any expenditure incurred by the Employer in obtaining substitute goods from a third party; and
10.2.6 to claim damages for any additional costs, loss or expenses incurred by the Employer arising from the Supplier’s non-compliance.
10.3 These Conditions shall extend to any
without the Employer’s prior written approval. Such prior written approval shall be a condition precedent to the Supplier’s entitlement to payment for any such additional/varied services.
12. LIMIT OF LIABILITY
12.1 Nothing in this Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.
12.2 Subject to Condition 12.1, the Employer shall not be liable for:
12.2.1 any loss of profit loss of revenue loss of use loss of contract or loss of goodwill;
12.2.2 any indirect or consequential loss;
12.2.3 loss resulting from the liability of the Supplier to any other third party howsoever and whenever arising.
12.3 Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delayed and such party shall be entitled to a reasonable extension of time for the performance of such obligations. Where the Supplier anticipates such delay will continue for more than twenty- eight (28) days then either party shall be entitled to terminate this Contract free of penalty or payment of damages.
12.4 The Supplier will be responsible to repair, replace or renew physical damage caused by it at to any Property or compensate for personal injury including death to any person to the extent such damage or injury is caused by the Supplier’s negligence.
13. INSURANCE
13.1 The Supplier shall maintain the following insurances provided that each such insurance continues to be generally available in the United Kingdom to suppliers of a discipline and standing like the Supplier on reasonable terms and at commercially reasonable rates.
substituted or remedial services and/or
repaired or replacement goods supplied by the Supplier.
10.4 The Employer’s rights under the Contract are in addition to its rights and remedies implied by statute and/or common law.
11. CHANGE PROCEDURE
11.1 If (a) the Employer issues an instruction to the Supplier or (b) circumstances arise, which are beyond the reasonable control and foreseeability of the Supplier, and in the Supplier’s reasonable opinion, alterations or modifications to the Scope of Works are necessary, then the Supplier will, as soon as practicable, provide to the Employer:
11.1.1 a description of the additional/varied services to be carried out by the Supplier.
11.1.2 the Supplier’s proposal for carrying out the additional/ varied services; and
11.1.3 the Supplier’s estimate, acting in good faith, of the cost associated with carrying out the additional/varied services.
11.2 The Supplier shall not commence the performance of any additional/varied services
Insurance Limit of Indemnity Period of insurance (commencement and expiry)
Public liability
£5,000,000
each and every claim
For the Term
Employer’s
liability
£5,000,000
each and every claim
For the Term
Professional indemnity
£5,000,000
each and every claim
For the Term and a period of 12 years after the Purchase
Order ends or is terminated
13.2 The Supplier shall produce for inspection documentary evidence that the insurance required under this Condition 13 is properly maintained, as and when reasonably requested by the Employer. The Supplier shall immediately notify the Employer if at any time the Supplier is unable to maintain any insurance required under this Condition 13. The Supplier shall not compromise, settle or waive any claim the Supplier may have in connection with any insurance required by this Condition 13.
14. AGENCY
Where Services are being provided at any Properties owned by third parties, the Employer has been appointed to act as agent by the relevant third party owner (“the Principal”). The Contract is being placed for an on behalf of the Principal who shall be named in the relevant Purchase Order.
15. THIRD PARTY RIGHTS
Any Principal whose name, address and interest has been notified to the Supplier by the Employer under the Purchase Order is entitled to enforce for its own benefit Conditions 2, 6.2, 6.3 and 10 of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.
16. VARIATION TO CONTRACT
No variation, extension, omission or cancellation of the express terms of this Contract shall be binding upon either party unless or until it is confirmed in writing under the hand of duly authorised officers of both parties.
17. HEADINGS
Headings to these Terms and Conditions are included for convenience only and do not constitute a part hereof.
18. LAW AND JURISDICTION
This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
19. WORDING
19.1 In these Terms and Conditions, the following expressions shall have the means set out in this Condition 19:
“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day.
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Delivery Location” shall have the meaning set out in Condition 4.2.2.
“Terms and Conditions” mean these terms and conditions as amended from time to time in accordance with Condition 16.
“this Contract” means the contract between the Employer and the Supplier for the supply of the Goods and/or the Services set out in the Purchase Order and incorporating these Terms and Conditions together with any applicable Specification and/or Scope of Works.
“the 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).
“the Employer” the relevant member of the Campions group of companies set out in the Purchase Order.
“the Fee” shall have the meaning set out in
Condition 5.1.
“the Framework Contract” means the framework contract between the Employer and the Supplier under which the Purchase Order has been issued.
“the Goods” the goods (or any part of them) set out in the Purchase Order.
“the Principal” shall have the meaning given in Condition 14.
“the Property” means a property which is either owned or occupied by the Employer or managed by the Employer but which is owned by a Principal or other third party and “the Properties” shall be construed accordingly. “the Purchase Order” means the agreement incorporating these Terms and Conditions under which the Employer has instructed the Supplier to supply certain goods as may be detailed in any Specification and/or to carry out and complete certain services detailed in the Scope of Works.
“the Scope of Works” means, to the extent appliable, the services instructed to be carried out and completed under the Purchase Order. “the Services” the services, including any Deliverables, to be provided by the Supplier under the Contract, as set out in the applicable Scope of Works.
“the Specification” any specification for the Goods that is agreed by the Employer and the Supplier and provided as part of the Purchase Order.
“the Supplier” the person or firm from whom the Employer purchases the Goods.
“the Term” means the duration of this Contract as is explained in more detail in Condition 7.
19.2 Words and phrases defined in the Purchase Order shall have the same meaning in these Terms and Conditions and any Specification or Scope of Works.