Terms and conditions of contract for agreements with a value of under £100,000
These conditions do not apply if a formal written contract is already in place.
1. Definitions
In these conditions of contract:
- (i) 'Contractor' means the person providing any goods, services or works under the contract
- (ii) 'Contract' means:
- (a) These conditions of contract; and
- (b) The documents forming the contractor's quotation or tender and the Council's acceptance of them including any purchase order; and
- (c) Excludes any standard conditions of the contractor
- (iii) 'The Council' means the Mayor and Burgesses of the London Borough of Havering
- (iv) 'Services', 'goods' and 'works' means any services, goods or works provided or to be provided to the Council under the contract
2. Law
The contract shall be governed by and interpreted in accordance with English Law.
3. Variations, waiver and assignment
These conditions of contract exclude any other terms and conditions and the fact that a supply is made shall be deemed to be acceptance of these conditions of contract. A failure by either party to exercise their rights under this contract shall not be a waiver of those rights. The contractor shall not assign or sub-contract any part of the contract.
4. Invoices and payment
A priced invoice showing VAT separately and bearing the relevant purchase order number (as applicable) shall be forwarded to the Council at the address given. Payment shall be made within 30 days of delivery or completion of the goods, services or works except where the invoice is in dispute.
5. Prevention of corruption
The contractor (including its employees) shall not:
- (i) Receive or agree to receive from any person, or offer or agree to give any person, or procure for any person, any inducement or reward
- (ii) Commit any fraud; or
- (iii) Commit an offence under the Bribery Act 2010 or under S.117(2) of the Local Government Act 1972, in relation to this or any other Council contract
6. Performance
The contractor shall provide the goods, works or services, to such industry standards as are reasonable to expect, to agreed timescales (and time shall be of the essence), in accordance with the requirements of the contract and in compliance with all relevant law.
7. Confidentiality
The Council reserves the right to disclose information about this contract, unless otherwise agreed in writing. The contractor shall keep confidential all aspects of the contract and information about the Council unless the information is already in the public domain or the Council has authorised disclosure of specific information.
8. Intellectual property rights
Subject to any prior rights of the contractor, or any third parties, all intellectual rights, including copyright, resulting from this contract shall vest in and be the absolute property of the Council.
9. Termination
If the contractor fails to fulfil its obligations under the contract or becomes insolvent, the Council may terminate the contract in writing forthwith or upon notice and recover any costs from the contractor in accordance with condition 12.
10. Break
The Council shall, in addition to its powers under these conditions, have the power to terminate the contract at any time by giving the contractor one month's written notice. The Council reserves the right to direct the contractor to cease all work connected with the contract during the period of notice. Where the Council has invoked either of these rights, the contractor may claim reasonable payment for all goods, works or services already provided.
11. Loss or damage
The contractor shall, without delay and at its own expense, reinstate, repair, replace or make good to the satisfaction of the Council, or at the Council's request, compensate the Council for any loss or damage connected with the execution of the contract, except to the extent that such loss or damage is caused by the neglect or default of the Council. The contractor shall maintain insurance to cover the risks contemplated by the contract.
12. Recovery of sums due from contractor
Whenever under the contract any sum shall be due from the contractor to the Council it may be deducted from any sum then due, or which may become due, to the contractor under this or any other contract with the Council.
13. Notices
Notices may be served by personal delivery to the other party or by sending them by facsimile or by ordinary pre-paid post to the party's registered office when they shall be deemed to be served after two working days.
14. Environmental requirements
The contractor shall provide the goods, services or works in accordance with the Council's environmental policy, which is to conserve energy, water and other resources, reduce waste, maximise use of recycled materials and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.
15. Health and safety
The contractor shall comply with its statutory health and safety obligations and shall ensure that goods supplied are safe and have guidance instructions for safe use if appropriate. In relation to works the contractor shall maintain a safe system of work and maintain the safety of the site. On completion of any works all supplier materials shall be returned and the site left in a clean condition.
16. Equal opportunities
The contractor shall comply with all anti-discrimination legislation and shall not discriminate in its employment practices or service delivery on the grounds of gender, race, age, disability, religion or sexual orientation and shall use reasonable endeavours to ensure compliance by its suppliers, agents and sub-contractors.
17. Third party rights
The contractor shall obtain all necessary consents and licences in respect of third party rights and shall indemnify the Council against all claims as a result of breach of this condition.
18. Audit, inspection and information
The contractor shall provide access to the Council, or its auditors, to its premises, staff, data and equipment used in connection with the contract, including providing copies of documents or data if required, free of charge.
19. Security
The contractor shall comply with all Council instructions when accessing any Council premises.
20. Supply of goods - additional requirements
The contractor shall supply goods of the required quality and description specified in any relevant purchase order, failing which, goods may be returned at the contractor's risk and expense. All goods supplied shall be fit for their purpose and of merchantable quality. All goods shall be delivered, carriage paid at the contractor's risk, at the place and time specified.
Package contents shall be clearly marked including prominent warnings of hazardous goods. An advice note must be sent by post and a delivery note must accompany the goods. Risk and title in the goods shall pass to the Council on acceptance.
21. iSupplier Portal
The Council may give a direction to the contractor requiring that the iSupplier portal be used to manage the contract. Use of this portal is subject to the iSupplier Terms and Conditions. The contractor acknowledges receipt of those terms.
Agreements with a value of over £100,000