1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, the following words and phrases shall have the
“Authority” means Power Clean Services Ltd and where the
context permits, reference to the “Authority” in these Terms and Conditions shall
include reference to an employee of the Authority.
“Condition” means any one or more of these Terms and Conditions.
“Goods” means the goods described in the Purchase Order.
“Order Number” means the unique number that appears on the Purchase Order.
“Parties” means the Authority and the Supplier.
“Price” means the price for the Goods given in the Purchase Order.
“Purchase Order” means an order for the purchase of goods served by the Authority
on the Supplier which includes:
- The Order Number
- a description of the Goods;
- the date and, if appropriate, time, for delivery of the Goods;
- details of the delivery address;
- details of the Authority’s address for invoices;
- the Supplier’s address for notices; and
- the Price; and
- any terms applying to the purchase of the goods which are additional to these
Terms and Conditions.
“Supplier” means the person, firm or company whose name appears as the
addressee in the Purchase Order.
“Terms and Conditions” means these terms and conditions for the supply of goods.
1.2 The headings in these Terms and Conditions are for ease of reference only and shall
not affect the interpretation or construction of these Terms and Conditions.
1.3 Where the context permits, the use of the singular shall be construed to include the
plural, and the use of plural the singular, and the use of any gender shall include all
1.4 References to an Act of Parliament shall be deemed to include any subordinate
legislation of any sort made from time to time under that Act.
1.5 References to any statute, enactment, order, regulation, code or similar instrument
shall be construed as a reference to the statute, enactment, order, regulation, code or
instrument as subsequently amended or re-enacted.
2.1 These Terms and Conditions together with the relevant Purchase Order, any
specifications and plans provided by the Authority and any specific guarantee
arrangements applying to the Goods constitute the contract between the Parties for
the supply of the Goods (the “Contract”).
2.2 In the event of any conflict between a clause in these Terms and Conditions and a
term of the Purchase Order, the term of the Purchase Order shall prevail.
2.3 The Contract constitutes the entire agreement between the Parties relating to the
supply of the Goods and replaces all previous negotiations, agreements,
understandings and representations, whether oral or in writing. However nothing in
the Contract shall limit or exclude any liability for fraud.
3. THE GOODS
3.1 The Supplier shall supply the Goods in accordance with the terms set out in the
3.2 The Goods shall:
a) be to the reasonable satisfaction of the Authority;
b) be fit and sufficient for all purposes for which such Goods are generally used
and for any specific purpose made known to the Supplier by the Authority;
c) be of the same quality and description as any sample provided; and
d) comply with any requirements or specifications given on the Purchase Order.
4.1 The Supplier shall deliver the Goods to the address for delivery given in the Purchase
4.2 Where the Supplier requires access to the Authority’s premises in order to deliver the
a) the Supplier shall agree delivery times with the Authority in advance (unless
the Authority agrees otherwise);
b) the Supplier shall comply with any rules or security requirements applied by
the Authority in relation to access to its premises.
4.3 Except where otherwise agreed by the Authority, delivery of the Goods shall include
unloading the Goods at such place and in such manner as the Authority shall
4.4 The Supplier shall deliver the Goods on or (where the Authority agrees) before the
date or dates given in the Purchase Order. Unless the Purchase Order provides
otherwise, the time of delivery is of the essence in this Contract and any failure to
deliver the Goods by the date (or at the time) given in the Purchase Order shall entitle
the Authority to give the Supplier notice terminating the Contract with immediate
5. PROPERTY AND RISK
5.1 Without prejudice to the Authority’s other rights and remedies under this Contract,
property and risk in the Goods shall pass to the Authority on acceptance of delivery.
6. DAMAGE TO GOODS IN TRANSIT
6.1 Any consignment of Goods dispatched by the Supplier for delivery to the Authority
shall be accompanied by a delivery note prepared by the Supplier marked with the
order number from the Purchase Order. Where applicable, the delivery note shall also
specify the means of transport, the place and date of delivery, the number of
packages, the content of the packages, the weight and volume of the packages and
whether or not the packaging must be returned to the Supplier.
6.2 Where some or all of the Goods have been damaged in transit (or have failed to
arrive at the Authority after dispatch by the Supplier) the Supplier shall either repair or
replace the Goods in question (at the choice of the Authority) provided always that:
a) in the case of damage in transit the Authority has informed the Supplier of the
damage within 14 days of receiving the Goods; and
b) in the case of non-delivery and where the Supplier has notified the Authority
of the intended date of delivery, the Authority has informed the Supplier
within 10 days of the notified delivery date that the Goods have not been
7. INSPECTION, REJECTION AND GUARANTEE
7.1 The Supplier shall permit the Authority to inspect the Goods and shall provide all
reasonable assistance to the Authority in undertaking an inspection.
7.2 The Authority shall not be taken to have waived any of its rights under this Contract
(and in particular its right to reject the Goods) if it does not carry an inspection or if it
approves the Goods following an inspection.
7.3 The Authority may, by written notice to the Supplier, reject any of the Goods which fail
to meet the requirements of this Contract, provided always that the Authority gives
notice of such rejection within a reasonable time of receiving the Goods.
7.4 If the Authority rejects any of the Goods pursuant to this clause, it shall be entitled to:
a) have the Goods concerned either repaired by the Supplier or (at the choice of
the Authority) replaced by the Supplier with Goods which comply with this
b). obtain a refund of any payment it has made to the Supplier.
7.5 Subject to any alternative guarantee arrangements made between the Authority and
the Supplier, the guarantee period applicable to the Goods shall be 12 months from
the Authority putting the Goods into service or 18 months from delivery (whichever is
7.6 If, within the guarantee period or within 30 days thereafter, the Authority gives the
Supplier written notice of any defect which arose within the guarantee period under
proper and normal use of the Goods, the Supplier shall remedy such defect as
quickly as possible (whether by repair or replacement, as the Authority shall choose)
without cost to the Authority.
7.7 Any Goods rejected or returned to the Supplier shall be returned at the Supplier’s
8. LABELLING AND PACKAGING
8.1 The Goods shall be appropriately packaged and clearly labelled. The labelling and
packaging shall comply with any reasonable requirements of the Authority of which
the Supplier is aware, and with any statutory requirements. In particular, if the
packages contains any material which is hazardous, noxious or dangerous this shall
be clearly indicated.
8.2 All packaging shall be considered non-returnable and shall be destroyed unless the
Supplier indicates in the advice note accompanying the consignment of Goods that
the packaging will be charged for unless it is returned. The Authority shall only
accept liability for packaging that does not arrive at the Supplier’s premises following
dispatch by the Authority if the Supplier informs the Authority of its non-arrival within
10 days of receiving notification from the Authority that the packaging has been
9.1 Where the Purchase Order requires the Supplier to install the Goods at the
a) the Supplier shall make no delivery of plant, materials or equipment and shall
not commence any installation work without the prior consent of the Authority;
b) the Supplier shall carry out the installation work diligently and with reasonable
skill and care;
c) the Supplier shall comply with the Authority’s requirements relating to access
to and use of its premises and shall co-ordinate its work with any other
employee or contractor who is carrying out work for the Authority; an
d) the Supplier shall keep the Authority’s premises clean and tidy at all times
and shall remove all plant and unused materials when the installation work is
9.2 The Authority shall have the power at any time during any installation works to give
notice to the Supplier requiring:
a) the removal from its premises of any materials which are hazardous or
noxious or not in accordance with the Contract;
b) the substitution of proper and suitable materials; and/or
c) the removal and re-execution of any installation work or any Goods which are
not in accordance with the Contract.
10.1 In consideration of the supply and delivery of the Goods by the Supplier, the Authority
shall pay the Supplier the Price.
10.2 The Supplier shall submit an invoice for the Goods to the Authority’s address for
invoices given in the Purchase Order. The invoice shall contain the Order Number
given in the Purchase Order, a full description of the Goods supplied and the Price.
10.3 Save where the Goods have not been delivered or are not in accordance with the
Contract, the Authority shall pay the Supplier’s invoice within 30 days of receiving it.
10.4 In addition to the Price, the Authority shall (where applicable) pay the Supplier a sum
equivalent to any Value Added Tax chargeable on the Goods supplied.
10.5 The Supplier shall implement any legislative requirement to account for goods and
services in Euros instead of, or as well as, Sterling at no cost to the Authority. The
Authority shall provide all reasonable assistance to facilitate any such requirement.
11. RECOVERY OF SUMS DUE
11.1 If any sum is recoverable from or payable by the Supplier under the Contract, that
sum may be deducted from any sum then due or which at a later date becomes due
to the Supplier under the Contract or under any other agreement with the Authority.
12. INTELLECTUAL PROPERTY
12.1 Save where the Goods are made up in accordance with a design supplied by the
Authority, the Supplier warrants that none of the Goods shall infringe any patent,
trade mark, registered design, copyright or other rights in industrial property of any
12.2 The Supplier shall indemnify the Authority against all actions, demands, charges,
expenses and costs (including legal costs on a solicitor and client basis) which the
Authority may incur as a result of or in connection with any breach of Condition 12.1.
13. HEALTH AND SAFETY
13.1 The Supplier warrants and represents that:
a) it has satisfied itself that all necessary examinations have been made prior to
delivery of the Goods, to ensure that the Goods are designed and
constructed so that they can be used without risk to health and safety; and
b) that it has made available to the Authority adequate information about any
conditions necessary to ensure the Goods can be used safely and without
risk to health.
13.2 The Supplier shall indemnify the Authority against all actions, demands, charges,
expenses and costs (including legal costs on a solicitor and client basis) which the
Authority may incur as a result of or in connection with any breach of Condition 13.1.
13.3 The Supplier shall notify the Authority of any health and safety hazards that may arise
in connection with the performance of this Contract.
13.4 The Authority shall notify the Supplier of any health and safety hazards which may
exist or arise at its premises and which may affect the Supplier. The Supplier shall
draw these hazards to the attention of any of its employees, subcontractors or agents
who may be affected by them and instruct such persons in connection with any
necessary safety measures.
14. CONFIDENTIALITY AND OFFICIAL SECRETS
14.1 The Supplier undertakes to comply and to procure that its employees comply with the
provisions of the Official Secrets Acts 1911 to 1989.
14.2 The Supplier undertakes to keep secret and not to disclose and to procure that its
employees, sub-contractors and agents keep secret and do not disclose any
information of a confidential nature which it has obtained by reason of this Contract.
Nothing in this Condition applies to information that is already in the public domain or
the possession of the Supplier, other than by reason of breach of this Condition.
15. SECURITY MATTERS
15.1 The Supplier shall conduct an annual self-assessment of its compliance with
the Authority’s security policy (details of which shall be provided to the Supplier) and
shall report such findings to the Authority’s nominated representative in the manner
requested by the Authority’s representative.
15.2 The Authority may make available a particular self-assessment tool to assist its
suppliers (including the Supplier) in conducting the self-assessment referred to in
Condition 15.1 and if the Authority does so, the Supplier shall use that selfassessment tool.
16. ENVIRONMENTAL MATTERS
16.1 The Supplier confirms that:
a) the process used in the manufacture of the Goods relied on minimal use of ozone
depleting substances, toxic chemicals and other pollutants including lead, methyl
chloroform and formaldehyde;
b) that minimal dependence has been made on non-renewable natural resources
such as non-sustainably produced hardwoods;
c) in the manufacture of the Goods and in the choice of any packaging for the
Goods, it has given preference to Goods that have maximum recyclability or,
where cost effective recycling is impracticable, maximum biodegradability.
17. INDEMNITY AND INSURANCE
17.1 Without prejudice to any rights or remedies of the Authority, the Supplier shall
indemnify the Authority against all actions, demands, losses, expenses and costs
(including legal costs on a solicitor and client basis) which the Authority may suffer or
incur as a result of or in connection with any damage to property or any injury
(whether fatal or otherwise) to any person which may result directly or indirectly from
any defect in the Goods, or any negligence or breach of this Contract by the Supplier.
17.2 The Supplier warrants that it has in place with a reputable insurance company a
policy or policies of insurance covering all the indemnities under this Contract. At the
request of the Authority, the Supplier shall produce the relevant policy of insurance
together with evidence of payment of its latest premium.
18. CHANGE CONTROL
18.1 There shall be no change to the amount of or description of the Goods or the Price
unless the Authority has issued a new purchase order in substitution for the Purchase
Order. These Terms and Conditions shall apply to any new purchase order and the
new purchase order shall become “the Purchase Order” for the purpose of this
Contract from the moment it is received by the Supplier.
18.2 This Contract may not be varied or amended unless the variation or amendment is in
writing and agreed by authorised representatives of both the Authority and the
19. ASSIGNMENT OR SUB-CONTRACTING
19.1 The Supplier shall not assign nor sub-contract any part of this Contract without the
prior written consent of the Authority.
19.2 Sub-contracting of this Contract shall in no way relieve the Supplier of its obligations
under the Contract.
19.3 Where the Supplier enters a sub-contract with a supplier or contractor for the purpose
of performing this Contract it shall ensure that the sub-contract has a term requiring
the Supplier to pay that supplier or contractor within 30 days of receipt of a valid
20. RIGHTS OF THIRD PARTIES
20.1 This Contract shall not create any rights that are enforceable by anyone other than
21.1 Without prejudice to any other rights or remedies of the Authority under this Contract,
the Authority shall have the right forthwith to terminate this Contract by written notice
to the Supplier or his trustee in bankruptcy or receiver or (if a company) its liquidator
or administrator, if the Supplier shall have a receiver appointed over all or a
substantial part of his or its assets or (if an individual) be declared bankrupt or (if a
company) shall go into liquidation or have an administrator appointed to manage its
21.2 The Authority shall be entitled to terminate this Contract by notice to the Supplier with
immediate effect if the Supplier has committed a material breach of this Contract and
(if such breach is capable of remedy) has failed to remedy such breach within thirty
days of being required by the Authority in writing to do so; or
22.1 Any notice or other communication given under or pursuant to this Contract must be
given in writing and must be delivered in person or sent by post. Communications
must be sent to the address for communications given in the Purchase Order (which
may be altered at any time by the altering Party giving the other Party 15 days notice
of a changed address). Communications to the Authority must be sent to the address
given for the buyer contact in the Purchase Order and not to the address for invoices.
22.2 A notice or communication shall be deemed to have been received 2 working days
after posting in the case of first class delivery and 4 working days after posting in the
case of second class delivery unless the receiving Party proves otherwise.
23. Freedom of Information
23.1 The Supplier and the Authority shall to comply with the Freedom Of Information Act
2000 (the “FOI Act”), any subordinate legislation made under the FOI Act and any
guidance issued by the Information Commissioner, in relation to the Contract.
23.2 The Supplier agrees to assist and cooperate with the Authority to enable the Authority
to comply with its obligations under the FOI Act whenever a request is made for
information which relates to or arises out of this Contract and/or the supply of the
24 DISPUTES AND MEDIATION
24.1 Before resorting to litigation, the Parties shall attempt in good faith to negotiate a
settlement to any dispute between them arising out of or in connection with this
24.2 If the Parties are unable to resolve the dispute, either party may, at any time, refer the
dispute to mediation by a neutral advisor or mediator (“the Mediator”).
24.3 If the Parties are unable to agree on a Mediator within 7 days of the request by one
party to refer the dispute to mediation, they shall apply to the Centre for Dispute
Resolution (“CEDR”) to appoint a Mediator.
24.4 The Parties shall seek to agree directions for how the mediation is conducted and,
failing agreement, they shall seek directions from the Mediator.
24.5 If the Parties reach agreement on the resolution of their dispute the agreement shall
be reduced to writing and shall be binding.
25 GOVERNING LAW
25.1 Unless the Purchase Order specifies otherwise, this Contract shall be governed by
and construed in accordance with the law of England and Wales and shall be subject
to the exclusive jurisdiction of the courts of England and Wales