Standard terms and conditions of contract for the purchase of goods

Part H - General provisions

H1. Contract variation

H1.1 Subject to clause H1.2, no variation or modification to the Contract is valid unless it is in writing and signed by the Council and the Contractor.

H1.2 The Council shall be entitled to issue to the Contractor in writing or, in case of urgency orally (provided the Council confirms oral instructions in writing as soon as it is practicable), variation orders requiring the addition, suspension, reduction or cessation of delivery of any goods and the provision of emergency goods in accordance with revised delivery instructions. The Contractor shall charge for the impact of the variation order in accordance with the rates and prices used to calculate the price.

H2. Third part rights

H2.1 This Contract is enforceable by the original parties to it, by their successors in title and permitted assignees. Any rights of any person to enforce the terms of this Contract pursuant to The Contracts (Rights of Third Parties) Act 1999 are excluded.

H3. No waiver

H3.1 Failure by either party at any time to enforce any one or more of the provisions of this Contract or to require performance by the other party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Contract nor affect the validity of the Contract or any part of it or the right of the parties to enforce any provision in accordance with its terms.

H3.2 No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause A3.

H4. Severance

H4.1 If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

H5. Assignment, sub-contracting and responsibility

H5.1 Subject to any express provision of this Contract, the Contractor shall not without the prior written consent of the Council, assign all or any benefit, right or interest under this Contract or sub-contract the provision of the goods.

H5.2 The Council shall be entitled to:

H5.2.1 assign, novate or dispose of its rights and obligations under this Contract either in whole or part to any contracting authority (as defined in section 2 of the PA 2023)

H5.2.2 transfer, assign or novate its rights and obligations where required by law

H5.3 The Contractor shall remain responsible and liable for the acts and omissions of any other members of a consortium arrangement, sub-contractors, servant, agent and employee as though they were its own.

H5.4 Subject to clause H5.1 where the Contractor enters into a Sub-Contract, the Contractor shall include in that Sub-Contract

H5.4.1 Provisions having the same effect as clauses C1.3 to C1.5 of this Contract

H5.4.2 A provision requiring the other party to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clauses C1.3 to C1.5 of this Contract

H6. Force majeure

H6.1 Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from force majeure.

H6.2 If the Council or the delivery location is affected by circumstance of force majeure, the Council shall be entitled to, totally or partially, suspend the date or dates for delivery of the goods until the circumstances of the force majeure have ceased. The suspension shall not give rise to any claim by the Contractor against the Council nor entitle the Contractor to terminate the Contract.

H6.3 Industrial action by, or illness or shortage of the Contractor's staff, agents or subcontractors, failure or delay by any of the Contractor's suppliers to supply goods, components, services or materials and breach of the Contractor's warranties under clause B6 (Warranty) shall not be regarded as an event of force majeure.

H6.4 If the event of force majeure continues for more than two months either party may give written notice to the other to terminate the Contract immediately or on a set termination date.

H6.5 If the Contract is terminated in accordance with clause H6.4 neither party will have any liability to the other except that any rights and liabilities which accrued prior to termination will continue to exist.

H7. Inducements

H7.1 The Contractor shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council any gift or consideration of any kind as an inducement or reward for doing, any act in relation to the obtaining or execution of the Contract or any other contract with the Council, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. The attention of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

H7.2 The Contractor warrants that it has not paid commission nor agreed to pay any commission to any employee, servant, agent or representative of the Council by the Contractor or on the Contractor's behalf.

H7.3 Where the Contractor engages in conduct prohibited by clauses H7.1 and H7.2 in relation to this or any other contract with the Council, the Council has the right to:

H7.3.1 terminate the Contract and recover from the Contractor the amount of any loss suffered by the Council resulting from the termination, including the cost reasonably incurred by the Council of making other arrangements for the provision of the goods and any additional expenditure incurred by the Council throughout the remainder of the contract period

H7.3.2 recover in full from the Contractor any other loss sustained by the Council in consequence of any breach of this clause whether or not the Contract has been terminated.

H8. Costs and expenses

H8.1 Each of the parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Contract.

H9. No agency or partnership

H9.1 Nothing contained in this Contract, and no action taken by the parties pursuant to this Contract, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party's behalf.

H10. Non solicitation and offers of employment

H10.1 The Contractor agrees that it will not, without the prior written consent of the Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise during the contract period or for a period of 12 months following termination of this Contract:

H10.1.1 solicit or entice, or endeavour to solicit or entice, away from the Council any person directly related to provision of the goods employed in a senior capacity in a managerial, supervisory, technical, sales or administrative capacity by, or who is or was a consultant to, the Council at the date of the termination of this Contract or at any time during the period of one month immediately preceding the date of termination

H10.1.2 attempt, or knowingly assist or procure any other person to do the above

H11. Inspection of contractor's premises

H11.1 The Contractor shall permit the Council to make any inspections or tests which may reasonably be required in respect of the Contractor's premises in relation to the Contract

H12. Requirements of Modern Slavery Act 2015

H12.1 In performing its obligations under the Contract, the Contractor shall, at all times:

H12.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015

H12.1.2 comply with any Modern Slavery Policy, issued by the Council, if applicable

H12.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015

H12.1.4 include in its contracts with its contractors and sub-contractors anti-slavery and human trafficking provisions that require that each of its contractors and subcontractors to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015

H12.1.5 maintain a complete set of records to trace the supply chain of all goods and services provided to the Council in connection with this Contract

H12.1.6 implement a system of training for its employees to raise awareness of the Modern Slavery Act 2015 and ensure compliance with the Modern Slavery Policy. The Contractor shall keep a record of all training offered and completed by its employees and shall make a copy of the record available to the Council on request

H12.1.7 implement due diligence procedures in relation to its contractors and sub-contractors to ensure that there is no slavery or human trafficking in its supply chains

H12.1.8 adopt a whistle-blowing policy which enables its employees to inform the Contractor of any suspected breach, or potential breach, of the Modern Slavery Act 2015 or the Modern Slavery Policy where applicable

H12.2 Upon request, the Contractor shall prepare and deliver to the Council on each anniversary of the commencement date, an annual slavery and human trafficking report setting out the steps it has taken to ensure that slavery and human trafficking is not taking place in any of its supply chains or in any part of its business.

H12.3 The Contractor represents and warrants that, at the commencement date, neither the Contractor nor any of its officers, employees or other persons associated with it (including but not limited to it's sub-contractors):

H12.3.1 has been convicted of any offence involving slavery and human trafficking under the Modern Slavery Act 2015

H12.3.2 has been notified of, nor is the subject of, any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking whether in or outside of the United Kingdom

H12.3.3 is aware of any circumstances, within its supply chain, that could give rise to an investigation relating to an alleged offence under the Modern Slavery Act 2015

H12.4 The Contractor shall notify the Council, in writing, as soon as possible if it becomes aware of, or has reason to believe that, it, or any of it's officers, employees or sub-contractors have committed or are committing:

H12.4.1 any breach, or potential breach, of the Modern Slavery Policy

H12.4.2 any breach or potential breach of the Modern Slavery Act 2015 which is or could reasonably be considered to have a connection to this Contract

H12.4.3 any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Contract

Such notice shall set out the full details of the circumstances concerning the breach or potential breach of the Contractor's obligations and any breach referred to in Clause H12.3.1 to H12.3.3 shall be deemed a material breach of the agreement.

H12.5 A breach of this Clause H12 (including but not limited to H12.3) shall be deemed a material breach and shall entitle the Council to terminate the Contract with immediate effect.

H12.6 The Contractor shall indemnify the Council against any losses, liabilities, damages, costs or expenses incurred by, or awarded against, the Council as a result of any breach of this Clause H12.

H13. Maintaining Payment Card Industry Data Security Standard (PCI DSS) compliance

H13.1 When relevant to the delivery of services, the supplier confirms that they are a valid PCI DSS Level 1 Third Party Service Provider and agree to maintain compliance to the Payment Card Industry Data Security Standard for the duration of the contract period. Whilst doing so, the supplier commits to the following:

H13.1.1 to provide a valid Attestation of Compliance for the payments related Services being provided to the Council on each annual anniversary of the contract

H13.1.2 to take responsibility for the security of the Council payment card account data whilst within the supplier's control

H13.1.3 to provide documentation showing which PCI DSS requirements that the provider is responsible for, which the Council is responsible for, and which are share

H13.1.4 in the event of fraudulent transactions or data compromise, respond to any reasonable request to supply

13.1.4.1 a copy of annual penetration tests and ongoing remediation reports

13.1.4.2 a copy of quarterly vulnerability scans and ongoing remediation reports