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YORKSHIRE DALES NATIONAL PARK AUTHORITY – PURCHASE ORDER CONTRACT CONDITIONS
DEFINITIONS AND INTERPRETATION
In these Contract Conditions, the following definitions apply:
“Authority” means Yorkshire Dales National Park Authority of Yoredale, Bainbridge, Leyburn, North Yorkshire DL8 3EL.
“Contract” means the contract between the Authority and the Supplier in respect of the Goods and/or Services comprising the Purchase Order, these Contract Conditions and any other document listed in the Purchase Order (including any Quotation).
“Contract Charges” means the entire price payable by the Authority to the Supplier in respect of the Goods and/or Services as further detailed in the Purchase Order.
“Contract Conditions” means the terms and conditions listed in this document.
“Contract Period” means the period during which the Contract is in place being the period commencing on the date determined in accordance with clause 2.5 and any date for completion of the delivery of the Goods and/or Services specified in the Purchase Order.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom (UK) including without limitation the UK GDPR; the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the Commissioner and which are applicable to a Party. UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
“Goods” means the goods (or any part of them) to be delivered by the Supplier as detailed in the Purchase Order and any other document listed in the Purchase Order (including any Quotation).
“Insolvency Event” means:
the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of that other party;
the Supplier applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company, partnership or limited liability partnership);
the holder of a qualifying floating charge over the assets of the Supplier (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Supplier’s assets and such attachment or process is not discharged within fourteen (14) days;
any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) (inclusive);
the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
“Law” means any Act of Parliament or legislation, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, any exercise of royal prerogative, any assimilated European Union law in force in England and Wales, the EU/UK Trade and Co-operation Agreement (so far as directly applicable under the European Union (Future Relationship) Act 2020) regulation, order, regulatory policy, mandatory guidance or code of practice, applicable judgment of a relevant court of law which is a binding precedent in England and Wales, or directives or requirements with which the Supplier and/or the Authority is bound to comply and/or that applies to the provision of the Services and/or the supply of the Goods.
“Losses” means all losses, liabilities, damages, demands, charges, costs, expenses (including legal and other professional charges and expenses), litigation, settlement, judgment interest and penalties whether arising in contract, tort (including negligence), breach or statutory duty or otherwise and the term Loss shall be construed accordingly;
“Purchase Order” means the purchase order form issued by the Authority.
“Parties” means the Authority and the Supplier.
“Prohibited Act” means any one or more of the following:
to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to:
induce that person to perform improperly a relevant function or activity; or
reward that person for improper performance of a relevant function or activity;
for:
doing or not doing (or for having done or not having done) any act in relation to the obtaining or execution of the Contract or any other contract with the Supplier; or
for showing or not showing favour or disfavour to any person in relation to the Contract or any other contract with the Supplier;
to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with the Contract;
committing any offence:
under the Bribery Act 2010;
under legislation creating offences concerning fraudulent acts; or
at common law concerning fraudulent acts relating to the Contract or any other contract with the Supplier;
of defrauding, attempting to defraud or conspiring to defraud the Authority;
any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in the UK; and/or
giving any fee or reward the receipt of which is an offence under section 117(2), Local Government Act 1972;
“Quotation” means a quotation provided by the Supplier that is listed in the Purchase Order in respect of the delivery of the Goods and/or Services.
“Services” means the services to be delivered by the Supplier as detailed in the Purchase Order and any document listed in the Purchase Order (including any Quotation).
“Supplier” means the supplier of the Goods and/or Services identified in the Purchase Order.
“Working Day” means Monday to Friday inclusive but not including any public or bank holiday.
References (unless explicitly stated otherwise) to:
any Law include any provisions by way of amendment, replacement or re-enactment;
one gender include any other gender;
persons include corporations and all legal persons;
singular includes the plural and vice versa;
clauses are to clauses in these Contract Conditions;
the Supplier’s staff include the Supplier’s partners, directors, employees, volunteers, agents and sub-Suppliers;
any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;
the headings to the clauses in these Contract Conditions are for information only and do not affect the interpretation of the Contract;
a reference to “writing” or “written” includes e-mail;
the word “including” shall be understood as meaning “including without limitation”.
tHE cONTRACT
Subject to clauses 2.3 and 2.4, these Contract Conditions together with any additional terms specified in the Purchase Order are the only terms upon which the Authority is prepared to contract with the Supplier, and they shall govern the Contract to the entire exclusion of all other terms or conditions including the Supplier’s standard terms and conditions. The Supplier shall not seek to introduce any terms and conditions at any time in respect of the delivery of the Goods and/or Services and agrees that any such terms and conditions shall be null and void and any acceptance of the Goods and/or Services shall not constitute acceptance of such terms and conditions. For the avoidance of doubt, the Supplier waives any right which it otherwise might have to rely on its own terms and conditions.
Any variation to these Contract Conditions shall have no effect unless expressly agreed in writing and signed by the Parties or detailed in the Purchase Order.
Where there is any conflict between the Purchase Order and the Contract Conditions then the Purchase Order shall prevail. Where there is any conflict between the Purchase Order and/or Contract Conditions and any document referred to in the Purchase Order (including any Quotation), then the Purchase Order and these Contract Conditions shall prevail over the other documents unless the Purchase Order expressly states otherwise.
These Contract Conditions shall not apply – even where issued with a Purchase Order – where the Parties have entered into a contract in writing on other terms specified by the Authority.
The issuance of a Purchase Order by the Authority constitutes an offer by the Authority to purchase Goods and/or Services (as detailed in the Purchase Order) in accordance with these Contract Conditions. The Authority’s offer shall be deemed accepted on the earlier of:
The Supplier issuing written acceptance of the Contract; or
Any act of the Supplier consistent with fulfilling the Contract.
At which point and on which date the Contract shall come into existence.
These Contract Conditions contain provisions relating to the supply of Goods and the delivery of Services. Where the Purchase Order only details:
The supply of Goods then references to the delivery of Services shall be disregarded; or
The delivery of Services then references to the supply of Goods shall be disregarded.
Delivery of the Services and Supply of the Goods
The Supplier shall deliver the Goods and/or Services:
as stated in the Purchase Order;
in accordance with the standards stated in the Contract; and
with all the skill, care and diligence to be expected of a competent provider of goods and/or services of a similar kind to the Goods and/or Services; and
generally to the Authority’s satisfaction and in accordance with the Authority’s reasonable instructions; and
in accordance with all applicable Law in including all applicable health and safety Law; and
in accordance with its Quotation and any method of working set out in any document referred to in the Purchase Order and/or its Quotation (to the extent the same does not conflict with any other aspect of the Contract).
The Supplier warrants and represents that all information and statements made by the Supplier as part of the Authority’s selection of the Supplier, including the Quotation remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to the issue of the Purchase Order.
The Supplier shall inform the Authority immediately if it is unable to provide the Services and/or supply the Goods or if the Supplier is aware of anything which may prevent the Supplier from complying with the Contract.
The Supplier is responsible for providing all materials, premises, equipment and assets necessary and for employing sufficient adequately qualified, competent and suitable staff to enable it to deliver the Services and/or the Goods.
The Supplier shall meet any performance dates and times for delivering the Goods and/or Services as are specified in the Contract or that the Authority notifies to the Supplier and time is of the essence in relation to any of those performance dates.
Where a specification or Code of Practice issued by the British Standards Institution is current at the date of commencement of the Contract and is appropriate, all goods and materials used or supplied, and all workmanship in connection with the Contract shall be in accordance with that specification or Code of Practice.
Goods
The Supplier shall supply the Goods stated in the Purchase Order
The Supplier shall manufacture, pack and supply the Goods in accordance with all generally accepted industry standards and practices that are applicable and, in such manner, as to enable them to reach their destination in good condition.
The Supplier warrants that the Goods supplied to the Authority by the Supplier under the Contract shall:
conform to the Specification and/or any specific requirements detailed in the Purchase Order;
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Authority or made known to the Authority by the Supplier;
be free from defects in design, material and workmanship and remain so for twelve (12) Months after delivery; and
comply with all applicable Law.
The Supplier shall deliver the Goods to the delivery address stated in the Purchase Order or otherwise notified by the Authority on the delivery date stated in the Order Form. Delivery of the Goods shall be complete on completion of unloading of the Goods at the delivery location.
The Supplier may only deliver by instalments where this is stated in the Purchase Order. Where Goods are to be delivered by instalments, they may be invoiced and paid for separately in accordance with the Contract.
If the Goods (in whole) are not delivered on the specified delivery date, then, without limiting any other right or remedy the Authority may have, the Authority may:
refuse to take any subsequent attempted delivery of the Goods;
terminate the Contract with immediate effect;
obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Authority in obtaining such substitute products; and/or
claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Goods on the delivery date, provided that the Supplier shall have no liability for any failure or delay in delivering the Goods (or any part) to the extent that such failure or delay is caused by the Authority’s failure to comply with its obligations under the Contract.
If the Authority fails to accept delivery of the Goods on the specified delivery date, then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under the Contract:
the Goods shall be deemed to have been delivered at 9.00am on the delivery date; and
the Supplier shall store the Goods until delivery takes place and charge the Authority for all related costs and expenses (including insurance).
Each delivery of Goods shall be accompanied by a delivery note from the Supplier showing the order number, the Order Form reference, the type and quantity of Goods included in the delivery and, in the case of Goods being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
If the Supplier requires the Authority to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the delivery, and any such returns shall be at the Supplier’s expense.
The Authority shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.
If any Goods delivered to the Authority do not comply with clause 4.3, or are otherwise not in conformity with the terms of the Contract, then, without limiting any other right or remedy that the Supplier may have, the Authority may reject those Goods and:
require the Supplier to repair or replace the rejected Goods at the Supplier’s risk and expense within five (5) Working Days of being requested to do so; or
require the Supplier to repay the price of the rejected Goods in full (whether or not the Authority has previously required the Supplier to repair or replace the rejected Goods);
cease to be under any obligation to pay any outstanding Contract Charges in respect of the rejected Goods until they are replaced or repaired (and the timescale for payment shall commence again on the date the replacement or repaired Goods are accepted by the Authority);
require the Supplier to collect the rejected Goods within the timescale set by the Authority and shall not be liable to the Supplier for any damage to, or deterioration of, the rejected Goods whilst they await collection; and
claim damages for any Losses resulting from the Supplier’s delivery of Goods that do not conform with the terms of the Contract.
The Authority’s rights and remedies under this clause 4 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into the Contract by the Sale of Goods Act 1979.
The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.
If the Supplier fails to promptly repair or replace rejected Goods in accordance with clause 4.11.1, the Authority may, without affecting its rights under clause 4.11.5 obtain substitute products from a third party supplier, or have the rejected Goods repaired by a third party, or terminate the Contract and the Supplier shall reimburse the Authority for the costs it incurs in doing so.
If the Parties dispute whether any Goods comply with clause 4.3, either Party may refer the matter for determination in accordance with the dispute resolution procedure under clause 6.
The risk in Goods delivered to the Authority shall pass to the Authority on the delivery of the Goods.
Title to Goods delivered to the Authority shall pass to the Authority on the earlier of delivery or payment of the Goods. Where the property in any of the Goods passes to the Authority before delivery, such Goods shall be clearly identified and marked as the property of the Authority or in such manner as the Authority may require.
The Authority will not be liable for any damage to, or deterioration of, the rejected products whilst in the possession of the Authority.
Indemnity
The Supplier shall indemnify and hold harmless the Authority against all Losses arising out of or in connection with the delivery of the Services and/or the supply of the Goods including the injury to, or death of, any person, and loss of, or damage to, any property, real or personal which is attributable to the negligent act or default of the Supplier in connection with the delivery of the Services and/or the supply of the Goods provided always that this indemnity shall apply except insofar as Losses incurred by the Authority are directly causes (or directly arise) from the negligence or breach of the Contract by the Authority.
Notwithstanding any other provision of the Contract, the Supplier shall indemnify the Authority against all Losses suffered or incurred by the Authority arising out of or in connection with:
any liability incurred under the Consumer Protection Act 1987 in respect of the Goods;
any claim made against the Authority by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its staff, agents or subcontractors; and
any claim made against the Authority by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its staff, agents or subcontractors.
Dispute Resolution
The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract. If the dispute cannot be resolved by the Parties within thirty (30) days, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (ADR notice) to the other Party, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than thirty (30) days after the date of the ADR notice.
No party may commence any court proceedings in relation to the whole or part of the dispute until forty-five (45) days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. If the dispute is not resolved within fourteen (14) days of the commencement of the mediation (or such longer period as may be agreed by the Parties) or the mediation terminates before the expiration of the said period of fourteen (14) days, the dispute may be finalised through the courts.
Contract Charges and Payment
The Contract Charges for the Goods and/or Services shall be as stated in the Purchase Order. The Contract Charges shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Contract. Unless otherwise agreed in writing by the Authority, the Contract Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the delivery of the Goods and/or Services.
The Authority will pay the Contract Charges at the frequency stated in the Purchase Order. Such payment shall be made by BACS wherever possible. The Contract Charges are fixed unless otherwise agreed in writing between the Parties or stated in the Purchase Order.
Invoices shall be sent electronically by email (or such other electronic form including an invoicing portal as the Authority may specify from time to time) and shall be in such form as may be agreed between the Authority and the Supplier. The Authority will pay the invoices within thirty (30) days beginning with the day of receipt (or if later the due date for payment set out in the invoice) save where the Authority considers the invoice is invalid or disputes the invoice. On receiving an invoice from the Supplier, the Authority shall notify the Supplier without undue delay if it considers the invoice invalid or it disputes the invoice. An invoice shall be valid (but may still be disputed) where it:
sets out the name of the Supplier (or other payee), a description of the goods and/or services supplied, the sum requested and a unique identification number (including the number stated on the Order Form); and
meets any other requirement set out in this Contract.
The Authority reserves the right to vary its invoicing policy at any time. Any expenses of the Supplier involved in the submission of electronic invoices shall be met by the Supplier.
Where any Party disputes any sum to be paid by it then a payment equal to the sum not in dispute shall be paid and the dispute as to the sum that remains unpaid shall be determined in accordance with clause 6. Provided that the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until thirty (30) days after resolution of the dispute between the Parties.
Subject to clause 7.5, interest shall be payable on the late payment of any undisputed Contract Charges properly invoiced under the Contract in accordance with clause 7.8. The Supplier shall not suspend the supply of the Services and/or the Goods if any payment is overdue unless it is entitled to terminate the Contract in accordance with these Contract Conditions for failure to pay undisputed Contract Charges.
Notwithstanding any other provision of this clause, the Authority may at any time, set off any liability of the Supplier to the Authority against any liability of the Authority 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 Authority of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
Each party shall pay interest on any sum due under the Contract, calculated as follows:
Rate. four percent (4%) a year above the Bank of England’s base rate from time to time, but at four percent (4%) a year for any period when that base rate is below zero percent (0%).
Period. From when the overdue sum became due, until it is paid.
The Authority shall be liable to pay to the Supplier such Value Added Tax as may be properly chargeable on the Supplier in respect of the supply of the Services and/or the Goods to the Authority (except to the extent that any such Value Added Tax or related penalties are chargeable because of the breach by the Supplier of the relevant statutory provisions). Payment of VAT shall be subject to the production of a valid VAT invoice. The Contract Charges are stated exclusive of any applicable VAT unless expressly stated otherwise in the Quotation.
Information
The Supplier shall:
keep records (including complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Authority pursuant to the Contract) relating to the provision of the Services and/or the supply of the Goods; and
provide access on reasonable notice from the Authority to such records,
during the Contract Period and for a period of six (6) years following the expiry or termination of the Contract.
Each of the Parties undertakes to comply with their obligations under the Data Protection Legislation and any specific data protection requirements incorporated into the Contract as expressly stated in the Purchase Order
The Supplier acknowledges that the Authority is subject to the provisions of the Freedom of Information Act 2000 and the Environmental Information Regulations 2004. Where the Authority receives a request for information, the Supplier shall on request take all reasonable steps to assist the Authority (within such timescales as the Authority may request) in complying with the request in accordance with such Law. The Supplier shall not respond directly to a request for information unless authorised in writing to do so by the Authority. Where the Supplier receives a request for information, then the Supplier shall forward such a request to the Authority within two (2) Working Days of receipt. The Supplier acknowledges that the Authority may be required under the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 to disclose Information (including commercially sensitive information) without consulting or obtaining consent from the Supplier. The Authority shall be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the Freedom of Information Act 2000 and/or the Environmental Information Regulations 2004.
The Supplier acknowledges that the Authority is subject to the requirements of the Local Government Transparency Code 2015 (and any successor or replacement) and agrees that the Authority may disclose any information relating to the Services, the Goods and/or the Contract as may be required by that code.
The provisions of this clause 8 shall survive the termination or expiry of the Contract.
Termination and Expiry
The Contract shall expire at the end of the Contract Period.
The Authority may within five (5) Working Days of the Contract coming into effect cancel the Purchase Order and terminate the Contract by notice in writing to the Supplier. The Authority’s liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Contract up until the date of receipt of the notice of cancellation, except that the Authority shall have no liability to the Supplier where the cancellation results from the Supplier’s failure to comply with its obligations under the Contract. The Authority’s liability to pay reasonably incurred costs under this clause 9.2 shall be subject to the following provisions:
any such costs must be evidenced to the Authority and the Supplier shall provide such supporting evidence as the Authority may request;
the Supplier is under a duty to mitigate those costs which shall include where reasonably practicable selling any relevant Goods no longer required by the Authority to a third party;
where any resale to a third party is achieved at or above the level of the relevant Contract Charges then no costs shall be claimed; and
where the Goods are not bespoke to the requirements of the Authority then the Supplier shall not be entitled to any costs in respect of those Goods.
If the Supplier:
has offered any gift or consideration of any kind as an inducement or disincentive for doing anything in respect of the Contract or any other contract with the Authority; or
is subject to an Insolvency Event; or
has committed any Prohibited Act; or
has made any material misrepresentation in its Quotation or any other document leading to the execution of the Contract; or
is in persistent and/or material breach of contract; or
is at any point during the Contract Period added to the debarment list maintained under the Procurement Act 2023;
then the Authority may terminate the Contract immediately by notice in writing and may recover its losses resulting from such termination under clause 9.5 below.
If the Contract is terminated under clause 9.5, the Authority shall:
cease to be under any obligation to pay the Contract Charges until the costs of the termination have been calculated, and provided such calculation then shows an amount due to the Supplier;
be entitled to use an alternative contractor to provide the Services and/or supply the Goods or to provide them itself;
be entitled, in respect of any costs directly resulting from the termination of the Contract, to deduct them from any amount which would have been due to the Supplier under this or any other contract with the Supplier, or to recover them from the Supplier as a debt. Such costs shall include the reasonable costs of the Authority in terminating the Contract and making alternative arrangements for the Services and/or the supply of the Goods and any additional expenditure incurred by the Authority in relation to the provision of the Services and/or the supply of the Goods throughout the remainder of the Contract Period (the Authority taking all reasonable steps to mitigate such additional expenditure);
when the total costs, resulting from the termination of the Contract have been calculated and after taking into account any deduction made by the Authority from any sum which would (but for clause 9.4.1 above) have been due to the Contractor, be entitled to any balance due to the Authority which shall be recoverable as a debt, or alternatively the Authority, subject to clause 7.7, shall pay to the Contractor any balance due.
Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that Party which by its nature could not have been foreseen by such party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from providing any of the Goods and/or Services for more than two (2) weeks, the Authority shall have the right, without limiting its other rights or remedies, to terminate the Contract with immediate effect by giving written notice to the Supplier.
The Supplier may terminate the Contract where any element of the Contract Charges which has not been disputed by the Authority remains unpaid past its due date for a period of sixty (60) days provided that the Supplier has following the expiry of that sixty (60) day period given the Authority not less than thirty (30) days’ notice that the Contract shall terminate unless payment is made within that thirty (30) day period. Where payment is made in that period then the Supplier shall not have the right to terminate.
The rights of the Authority under this clause are in addition to and without prejudice to any other rights or remedies the Authority may have whether against the Supplier directly or pursuant to any guarantee or indemnity. Subject to the foregoing provisions of this clause, termination of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination.
Upon the expiry or termination of the Contract for any reason,
the Contractor shall immediately return to the Authority all property belonging to the Authority and all confidential information and personal data which has come into the possession of or has been produced by the Contractor in connection with its provision of the Service;
the Contractor will co-operate with the Authority to ensure an orderly end to the provision of the Services or transition to the provision of the Services by the Authority or by another contractor (as the case may be); and
the Contractor shall deliver up to the Authority all deliverables in existence at the date of expiry or termination and any records required by the Authority.
Governing Law, Jurisdiction and Entire agreement
The Contract shall be governed by and construed in accordance with the laws of England & Wales and the Parties submit to the exclusive jurisdiction of the courts of England & Wales.
The Contract forms the entire agreement between the Authority and the Supplier in respect of the Goods and/or Services set out in the Purchase Order. The Contract supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, except that this clause shall not exclude liability in respect of any fraud or fraudulent misrepresentation.
This clause 10 shall survive termination of the Contract.
General
The Supplier shall not, without the previous written consent of the Authority, advertise or, except for the performance of the contract, make known to third parties the fact that the Supplier supplies the Goods and/or Services to the Authority or that it has entered into the Contract.
The Supplier shall not assign, novate, transfer or subcontract the whole or part of the Contract without prior consent of the Authority. The Authority may assign, transfer or sublet the Contract.
A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of the Contract.
At all times during the Contract Period the Supplier shall be an independent Supplier and nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and accordingly neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of the Contract.
The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract. No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing. A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract.
If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
Any notice given to a Party under or in connection with the Contract shall be in writing marked for the attention of the representative of the relevant Party detailed in the Purchase Order (or otherwise notified) and shall be:
delivered by hand or by pre-paid first-class post or other next Working Day delivery service at its registered address (if a company) or its principal place of business (in any other case); or
sent by email to the representative of the relevant Party detailed in the Purchase Order (as may be substituted in writing by the Party to be served).
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00am on the second Working Day after posting; or
if sent by email, at the time of transmission, or if this time falls outside working hours (9.00am to 5.00pm on a Working Day) in the place of receipt, when working hours resume provided that the Party giving notice has sent the email to the recipient email addresses for the Party receiving the notice and has received a transmission (delivery) receipt and a read receipt.
The provisions of this clauses 11.8 and 11.9 do not apply to the service of proceedings.