TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES (PURCHASE ORDERS ONLY) FOR THE GENERAL OPTICAL COUNCIL
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Purchase Order;
1.2 “GOC” means The General Optical Council, 10 Old Bailey, London EC4M 7NG
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Purchase Order” means the standard Customer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the GOC to the Supplier;
1.5 “Supplier” means the organisation or person who supplies goods and/or services to the GOC;
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order.
2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase All Purchase Orders shall be subject to these Terms and Conditions.
2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the parties.
3.1 The price and any related expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2 An invoice shall be produced by the Supplier to the GOC in accordance with the terms set out in the Purchase Order.
3.3 The GOC shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
3.4 Invoiced amounts shall be due and payable once the goods have been delivered.
3.5 If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
3.6 Once a Purchase Order has been agreed by the GOC the price for the goods and/or services shall be fixed.
4. Quality of the Goods and Services
4.1 The goods and / or services provided under the contract shall:
4.1.1 confirm to the quantity, quality and description detailed in the Purchase Order;
4.1.2 be fit for the purpose made known to the Supplier expressly or by implication;
4.1.3 be free from any defects, patent or latent, in material and workmanship;
4.1.4 comply with current legislation and specified and / or relevant quality standards;
4.1.5 be provided by suitably experienced and qualified staff;
4.1.6 be delivered on the date and to the address specified in the Purchase Order.
4.2 If the goods and / or services do not comply with the clause 1 the GOC is entitled as its option to;
4.2.1 reject the goods / services, in whole or part and return the goods to the Supplier at the Supplier’s risk and cost;
4.2.2 require the Supplier to re-perform the service or redeliver the goods, in whole or in part, at the expense of the Supplier.
4.3 Risk and title in the goods and / or services shall only pass to the GOC on acceptance of the goods and / or services when delivered to the address in the Purchase The GOC also reserves the right to take possession of all goods to which it has title.
4.4 Any goods lost or damaged in transit shall be restored or replaced by the Supplier at the Supplier’s expense to the GOC’s satisfaction.
4.5 If, at any time within 3 months from the date of delivery, the goods and / or services fail to comply with the Purchase Order, the GOC may reject the whole of any part of the goods and / or The GOC may accept replacement goods and / or services from the Supplier, at the Supplier’s expense.
4.6 The Supplier agrees to provide a 12 month warranty in respect of all goods supplied to the GOC.
5. Intellectual Property
5.1 The Supplier will not infringe any patent, trademark, trade name, service mark, design right (whether registered or not), copyright, database right or other right in the nature of industrial and / or intellectual property of any third party in any country including but not limited to the UK.
5.2 The Supplier shall indemnify the GOC against all actions, suits, claims, demands, losses, charges, costs and expenses which the GOC may suffer or incur as a result of, or in connection with, any breach or alleged breach of Clause 1.
5.3 The Supplier agrees to assign to the GOC the copyright, intellectual property rights and any related rights for any products, deliverables and outputs originated or developed during the performance of the Services, for the full term of such copyright or other intellectual property rights (including any extensions, revivals or renewals) throughout the world, together with any accrued rights or causes of The Supplier shall do all such things necessary to effect such an assignment.
5.4 The Supplier agrees to grant to the GOC a free of charge, irrecoverable licence for use of any proprietary confidential information that they had produced prior to the start of this Contract, which supports the Services of this
5.5 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs, photographs, images or other material provided to or made available to the Supplier by the GOC pursuant to the Contract shall remain vested solely in the GOC.
5.6 All royalties, licence fees or similar expenses for the supply or use of any invention, process, drawing, model, plan, or information in connection with the Contract shall deemed to have been included in the Purchase Order The Supplier shall indemnify the GOC from and against all demands, actions, claims and proceedings, which may be made or brought against the GOC, and any damages, cost and expenses incurred by the GOC in respect of such supply or use.
6. Invoices, Payment and Set off
6.1 A detailed priced invoice, shall be emailed to the GOC at the address detailed in the purchase Invoices shall be emailed after delivery of the supplies and / or services is complete and shall bear the GOC’s purchase order number.
6.2 The GOC shall make payment within 30 days of receipt of a valid invoice from the Supplier.
6.3 The GOC may set off against any sums due to the Supplier whether under this contract or otherwise any lawful set off or counterclaim to which the GOC may at any time be
7. Liability, Indemnity and Insurance
7.1 The Supplier agrees to indemnify and keep indemnified the GOC from and against any loss, damage, damages, actions, claims, demands, proceedings, costs, charges, expenses or any other liability (whether criminal or civil) suffered or incurred by the GOC resulting from its obligations under the contract.
7.2 During the term of the contract, the Suppler shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of the Supplier’s performance of the contract and in respect of the liability outlined in 1. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier.
7.3 Neither party shall exclude liability for death, personal injury or fraud.
8. Force Majeure
Notwithstanding anything contained in these terms and conditions neither party shall be liable for any loss damage or expense suffered or incurred by the other party if by reason of fire, war, strike, lockout or any restriction or prohibition imposed by the Government or any duly authorised authority which could not reasonably have been prevented or avoided by the party.
The Supplier shall treat all information belonging to the GOC as confidential and safeguard it accordingly. Except with the prior consent in writing of the GOC, the Supplier shall not disclose the contract or any provision thereof to any person other than a member of the Supplier’s staff or any other person concerned with the provision of services, who must also maintain the confidentiality and safeguards of the information.
10. Freedom of Information
The Supplier acknowledges that the GOC is subject to the Freedom of Information Act 2000 and may disclose information under that legislation. Where applicable, the Supplier shall provide all necessary assistance to enable the GOC to comply with its obligations.
11. Protection and Security of Personal Data
11.1 The supplier shall comply with its obligations under the provisions of the Data Protection Act 1988 (“the Act”) and relevant data legislation, including superseding legislation such as the Data Protection Bill and the EU General Data Protection.
11.2. The Supplier undertakes to keep the information secure and to only process personal data (including personal sensitive data) on behalf of the GOC and in accordance with GOC’s instructions and purposes, and shall treat personal data as confidential information.
11.3 The Supplier shall meet any specific information security requirements of the GOC as specified for this purchase order, and is responsible for implementing their own appropriate technical and organisational measures to keep the information.
11.4 The Supplier undertakes to report any actual or potential breach of Information Security (including unauthorised access, unintentional loss or other breach of information rights) immediately to the GOC and certainly within 24 hours of being aware of an actual or potential breach, and to provide further details regarding any incident and to take appropriate action as directed by the GOC.
11.5 The Supplier will, on request from the GOC, return all records of personal data to the customer within one calendar month of the request and undertake not to retain any copies or records of personal data without the explicit permission of the GOC.
12. Ethics and Equality
The Supplier acknowledges that the GOC is subject to the Public Sector Equality Duty under the Equality Act 2010 and, where applicable, the Supplier shall provide all necessary assistance to enable the GOC to comply with its obligations.
The failure or delay of either party to exercise any right or remedy shall not constitute a waiver of that right or remedy. Nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14. Contracts (Rights of the Third Parties) Act 1999
A person who is not a party to the contract shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the parties. The parties may rescind or vary this contract without the consent of a third party to whom an express right to enforce any of its terms has been provided.
15. Supplier’s Status
Nothing in the contract shall be construed as creating partnership, a contract of employment or a relationship of principal and agent between the GOC and the Suppler. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16. Dispute Resolution
The parties shall attempt in good faith to negotiate a settlement to any dispute arising out of or in connection with this contract. In the event a settlement cannot be reached within one month the dispute may be referred by agreement between the parties to a mediator chosen by the parties. If the parties fail to enter into a written agreement resolving the dispute within one month of the mediator being appointed, either party may exercise any remedy it has under applicable law.
17.1 The GOC may terminate the contract with immediate effect if:
17.1.1 a petition is presented for the Supplier’s bankruptcy or a criminal bankruptcy order is made against the Supplier or any partner in the firm, or the Supplier or any partner in the firm makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage the Supplier’s or firm’s affairs or
17.1.2 where the Supplier passes a resolution for winding up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction) or the court makes an administration order or a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver, manager or supervisor is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a fixed or floating charge; or
17.1.3 where the Supplier is unable to pay its debts within the meaning of section 123 of the Insolvency Act1986 or within the meaning of Section 268 of the Insolvency Act 1986;or any similar event occurs under the law of any other jurisdiction within the United Kingdom.
17.2 If the Supplier breaches any terms of this contract the GOC may (if the breach is capable of remedy) give the Supplier notice of the breach and the Supplier shall remedy the breach within 7 days from receipt of the notice of the breach. If the Supplier fails to remedy the breach or if the breach is not capable of remedy the GOC may terminate the contract with immediate effect.
18. Sub-contracting and Assignment
The Supplier shall not assign or sub-contract the contract or any portion of the contract without the prior written consent of the GOC. Sub-contracting any part of the contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the contract or these conditions.
19. Observance of Statutory Requirements
The Supplier shall comply with all the statutes, orders, regulations or bye laws applicable to the performance of this contract, and shall indemnify the GOC against any losses, claims or liabilities, expenses, proceedings or otherwise as a result of the Supplier’s non-compliance with the same.
Any notification given under or pursuant to this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid first class or recorded delivery or registered post to the address set out at 1.2 and for the attention of the Director of Resources or delivered by email to [address]. Any such notice or communication shall be deemed to have been received.
21. Governing Law and Jurisdiction
This contract shall be governed by and interpreted in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.