Standard Conditions of Purchase of Goods and Services
1.1 These are the only Conditions upon which Hanover (Scotland) Housing Association (HSHA) is prepared to deal with the Supplier. They shall govern the Agreement to the exclusion of all other terms, conditions and representations.
1.2 The acceptance of a Purchase Order and the supply of Goods and Services to HSHA by the Supplier shall be conclusive evidence of the Suppliers acceptance of these Conditions.
1.3 Any specifications including diagrams and other data referred to in the Purchase Order are to be deemed incorporated into these Conditions. The Supplier shall supply the Goods and Services in compliance with any such specifications.
1.4 No variation to these Conditions shall have effect unless agreed in writing and signed by an authorised signatory of HSHA.
2. Price and Payment
2.1 The price of the Goods and Services shall be stated in the Purchase Order and be inclusive of value added tax and all other charges. No increase in price shall be effective unless agreed in writing before the execution of the order.
2.2 HSHA shall not make any payment to the Supplier unless the Supplier is in receipt of an official Purchase Order.
2.3 If appropriate, separate invoices must be rendered for each part delivery against a Purchase Order. The Purchase Order number must be correctly quoted on all invoices. HSHA is registered for VAT (reg no GB 415 9553 39) and requires tax invoices from all VAT registered suppliers showing the VAT rate, the amount of VAT charged and the Suppliers VAT registration number.
2.4 HSHA shall pay for the Goods and Services within 30 days of receipt from the Supplier of an invoice containing such detail as HSHA may reasonably require, subject to compliance by the Supplier with these Conditions. HSHA shall make all such payments by BACS transfer or by cheque, at its discretion. If payment is to be made by BACS transfer the Supplier shall provide details of the bank account into which such payment is to made to HSHA as soon as possible and no later than 10 working days prior to the first payment becoming due under the Agreement.
2.5 Payment by HSHA shall not prejudice any claims or rights which HSHA may have against the Supplier and shall not constitute any admission as to the performance by the Supplier of its obligations.
2.6 Without prejudice to HSHAs other rights and remedies, if the Supplier is in breach of any of its obligations under this Agreement the Supplier shall pay or allow HSHA such sum as HSHA reasonably estimates to be fair in respect of any resultant losses, damages, costs and expenses which HSHA may incur.
2.7 If any HSHA money is due from the Supplier in terms of this Condition 2 or otherwise, HSHA may deduct this from any sum due or to become due to the Supplier under the Agreement or any other agreement.
3.1 Agreed times for the supply of Goods and Services and the completion of works are of the essence of the Agreement.
3.2 The Supplier shall at once notify HSHA in writing of any actual or anticipated delay in completing a Purchase Order and details of any alternative delivery dates proposed. Subject to receipt of such notice HSHA may grant in writing a reasonable extension of the period of time stated in the Purchase Order so far as in HSHAs reasonable opinion the delay is due to a cause beyond the Suppliers control.
3.3 The Supplier shall supply a delivery note with every delivery against a Purchase Order. Every delivery note and all correspondence shall quote HSHAs Purchase Order number and the Suppliers name, address and contact telephone number.
3.4 The Supplier shall ensure that Goods are delivered to the delivery point specified in the Purchase Order.
3.5 An authorised signatory of HSHA shall sign for Goods delivered and Services provided. Such a signature shall not constitute HSHAs acceptance of the quality or quantity of the Goods delivered or Services provided, whatever may be stated on any delivery note provided by the Supplier.
3.6 HSHA reserves the right for good and sufficient reason to reject inferior or defective Goods and Services. In such cases HSHA shall notify the Supplier in writing of the reasons for rejection and require the Supplier to remove or rectify any such rejected Goods or Services at the Suppliers expense. Rejected Goods shall remain the property of the Supplier at all times. HSHA shall be under no obligation to pay for defective Goods and Services.
3.7 Acknowledgement of delivery in no way limits the Suppliers liability under the Agreement.
3.8 The Supplier shall provide all equipment required for any necessary processing, loading, delivery and offloading of the Goods.
3.9 HSHA shall provide for use by the Supplier in connection with performance of the Orders such facilities and equipment as are described in the Purchase Order. The Supplier shall be solely responsible for all other equipment, goods and materials necessary for the proper performance of the Purchase Order.
4.1 The Goods shall remain at the Suppliers risk until delivery to HSHA (including offloading and stacking as necessary) is complete, when ownership of the Goods shall pass to HSHA. Such ownership is to be free from any charge, lien, pledge or encumbrance in favour of the Supplier or any other party.
4.2 Copyright, design rights and other forms of Intellectual Property Rights in all drawings, specifications and data supplied by HSHA to the Supplier shall remain the exclusive property of HSHA. These are to be held by the Supplier in safe custody at its own risk and maintained and kept in good condition until returned to HSHA, and not used or disposed of other than in accordance with HSHAs written instructions.
5.1 Goods are to correspond to the type, quantities, descriptions and any particular requirements contained or referred to in the Purchase Order and be fit for their intended purpose. The Goods shall comply with all applicable European Standards. The Supplier undertakes in procuring, processing (if necessary), loading, delivering and offloading the Goods to exercise all reasonable skill, care and diligence to be expected of an experienced supplier of such materials.
5.2 Services are to be undertaken only by appropriately qualified persons acting with due skill and care.
5.3 The sale of the Goods, the supply of the Services and HSHAs use of them must not breach any Intellectual Property Rights. The Supplier shall indemnify HSHA against any loss in relation to any such breach.
5.4 Goods and Services and the Suppliers actions in performing the Agreement shall comply with all relevant legislation.
5.5 The Supplier shall keep a complete and up to date record of the Goods and Services supplied in terms of the Agreement and provide this information to HSHA within three working days of any such request.
5.6 The Supplier shall provide HSHA with such information relating to the provision of Services as HSHA may reasonably request from time to time and co-operate with HSHA in maintaining such service review arrangements as HSHA may reasonably require.
6.1 The Supplier shall make good by replacement any defects in the Goods and bear any reasonable expenses incurred by HSHA as a consequence of such defects including, where necessary, the costs of opening up or dismantling of other works or assemblies to permit such replacement, reassembly and making good after replacement and testing to HSHAs reasonable satisfaction. This is subject to HSHA taking all reasonable steps to mitigate the amount and cost of such works. Failure by the Supplier to make good any such defect (except any minor defects not affecting the intended use of the Goods) shall entitle HSHA to refuse to acknowledge delivery or, if delivery has been acknowledged, to return the defective Goods and in either case receive full reimbursement by the Supplier of any sums paid by HSHA in respect thereof.
7.1 The Supplier shall maintain the confidentiality of all information supplied by HSHA or created in connection with this Agreement and not disclose such information except to enable the Supplier to carry out its obligations under the Agreement. The Suppliers obligations under this Condition 7 shall survive the termination for whatever reason of the Agreement.
7.2 The Supplier shall take appropriate technical and organisational measures to safeguard any personal data supplied to it by HSHA, in terms of the Data Protection Act 1998.
7.3 The Supplier will only process such personal data in ways necessary for the supply of Goods and Services specified in the Agreement.
8. Health and Safety
8.1 The Supplier shall comply with all health and safety legislation and with HSHAs health and safety policies and procedures. These policies and procedures can be found here.
8.2 The Supplier shall provide to HSHA, prior to delivery, full information in respect of any substances to be supplied which are subject to the Control of Substances Hazardous to Health Regulations 2002. HSHA shall be under no obligation to make any payment to the Supplier if such information has not been supplied in accordance with these Conditions.
9. Equal Opportunities and Human Rights
9.1 The Supplier shall comply with all legislation to prevent unlawful discrimination, including but not limited to the Disability Discrimination Act 1995, the Race Relations Act 1976, the Sex Discrimination Acts 1975 and 1986, the Employment Equality (Religion or Belief) Regulations 2003 and the Employment Equality (Sexual Orientation) Regulations 2003.
9.2 The Supplier, whether or not a public authority for purposes of the Human Rights Act 1998, shall act in the discharge of its obligations under the Agreement as though a public authority for said purposes.
10. Liability and Indemnity
10.1 The Supplier shall indemnify HSHA against all direct, indirect and consequential liabilities (all three of which terms include without limitation loss of income, loss of business and depletion of goodwill), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by HSHA as a result of or in connection with:
10.1.1 defective work, quality and materials; and
10.1.2 any claim made against HSHA in respect of any liability, loss, damage, injury, cost or expense sustained by HSHAs employees or agents or by any customer or other third party to the extent that such relates to or arises from a direct or indirect breach or negligent performance or failure of performance by the Supplier of the terms of the Agreement.
10.2 The Supplier:
10.2.1 accepts liability for death and personal injury howsoever resulting from the Suppliers negligence;
10.2.2 accepts liability for damage to property resulting from the Suppliers negligence where such negligence has arisen in connection with the Suppliers performance in relation to the Agreement including any other activities undertaken by the Supplier for any purpose related to the Agreement; and
10.2.3 agrees to indemnify HSHA against all liability, loss, damage, costs and expense of whatever nature incurred by HSHA or by any third party whether arising from any dispute, contractual, delictual or other claim or proceeding which seeks to recover loss or damage incurred by reason of any death, personal injury or damage to property in relation to the Agreement. HSHA shall act reasonably to seek to minimise any such liabilities and costs.
10.3 The Supplier undertakes to:
10.3.1 maintain, at its own cost, public liability insurance for the amount of £5,000,000 (five million pounds) in respect of any one occurrence or series of occurrences arising out of one event; and
10.3.2 maintain, at its own cost, professional indemnity or product liability insurance for the amount of £5,000,000 (five million pounds) in respect of any one occurrence or series of occurrences arising out of one event to ensure that its activities under the Agreement are insured and remain insured under an annual professional indemnity policy for a period of six years from the carrying out of the Purchase Order.
10.4 The provisions of this Condition 10 shall survive the termination for any reason of the Agreement.
11. Assignation and Subcontracting
11.1 The Supplier shall not assign, subcontract or in any other manner make over to any third party the Suppliers rights and obligations under the Agreement or any part thereof without HSHAs prior written consent. Such consent if given shall not relieve the Supplier from any liability or obligation and in such case (other than assignation) the Supplier shall remain responsible for the acts and omissions of any such third party.
12. Force Majeure
12.1 If the Supplier is delayed or prevented from performing its obligations under the Agreement by circumstances beyond the control of either party (including without limitation any form of government intervention, strikes and lockouts or breakdown of plant), it shall notify HSHA of this at once. In such a case the Suppliers obligations may at the discretion of HSHA be suspended, and if the said obligations cannot be completed within a reasonable time after the due date as specified in the Purchase Order the Agreement may be cancelled by HSHA. In such a case HSHA shall pay to the Supplier such sum as HSHA estimates to be appropriate in respect of work performed by the Supplier under the Purchase Order prior to cancellation but only in respect of work of which HSHA has received full benefit as originally intended by the Agreement. The Parties will act fairly and reasonably in their implementation of this clause.
13.1 HSHA may at any time by giving notice in writing to the Supplier terminate the Agreement if the Supplier becomes insolvent, makes a composition or arrangement with its creditors, makes a proposal for a voluntary arrangement for a composition of debts or a scheme of arrangement to be approved, has an application made for the appointment of an administrator, has a winding up order made, has (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding up passed, has a provisional liquidator, receiver or manager of its business or undertaking duly appointed, has an administrative receiver appointed or has possession taken by or on behalf of the holders of any debenture secured by a floating charge.
13.2 Without prejudice to HSHA’s other rights and remedies, HSHA may at its sole discretion terminate the Agreement at any time by giving 30 days’ notice in writing to the Supplier and may terminate the agreement with immediate effect by notice in writing to the Supplier if the Supplier:
13.2.1 is in material breach of any of its obligations under these Conditions and that breach cannot be remedied; or
13.2.2 is in material breach of an obligation under these Conditions which can be remedied, but the Supplier fails to do so within ten working days of being given notice of such breach; or
13.2.3 commits more than one breach of any of its obligations under these Conditions, the cumulative effect of such breaches being such that HSHA believes that the Supplier would continue to deliver an unsatisfactory performance over the one month period immediately after such breach.
13.3 Termination of the Agreement shall not prejudice or affect any right or remedy which has accrued or shall accrue to HSHA.
13.4 If HSHA terminates the appointment of the Supplier under this Condition 13 HSHA shall be under no obligation to make further or additional payments to the Supplier nor shall HSHA be liable to the Supplier for any loss of profits, loss of contracts or other resultant losses or expenses.
14. Control of Payments and Benefits
14.1 Subject to Condition 14.2 below, if a principal proprietor of the Supplier or anyone directly involved in the management of the Suppliers business (Connected Person) is, or is closely related to, a member of the Committee of Management or staff of HSHA or someone who has been such within the preceding twelve months, no legally enforceable agreement shall exist between the Parties unless and until such is approved by the Committee of Management of HSHA. The Supplier shall provide the following with its written acceptance of these Conditions before such approval may be granted and as an essential condition of any such agreement coming into effect:
14.1.1 the name and address of each Connected Person; and
14.1.2 details of the nature of each Connected Persons relationship with members of the Committee of Management or staff of HSHA.
14.2 Condition 14.1 above is to be read in terms of part 1 of schedule 7 to the Housing (Scotland) Act 2001 which controls payments to persons connected with a registered social landlord, and applies only where the Supplier is trading for profit.
14.3 Where any purported agreement between the Parties proves void in terms of Condition 14.1 above, any payment made by HSHA in good faith in reliance thereon shall on demand by HSHA be refunded in full by the Supplier with interest to be calculated from the date of the said payment at a rate to be calculated in terms of the Late Payment of Commercial Debts (Interest) Act 1998.
14.4 The Supplier shall not offer or give to any employee or representative of HSHA any gift or consideration as an inducement or reward for doing any act in relation to this Agreement.
15.1 If any part of these Conditions is held by any competent authority to be unenforceable or invalid in whole or in part, this shall not affect the validity of the remainder of these Conditions.
15.2 No failure to exercise or delay in exercising any right, power or remedy under or in connection with the Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power or remedy shall preclude any further exercise thereof, or of any other right or remedy.
15.3 No person who is not a party to the Agreement may enforce its terms.
16.1 In carrying out this agreement the Supplier shall be acting as principal and not as the agent of HSHA. Accordingly:
16.1.1 the Supplier shall not say or do anything that might lead any other person to believe that the Supplier is acting as the agent of HSHA; and
16.1.2 nothing in the Agreement shall impose any liability on HSHA in respect of any liability incurred by the Supplier to any other person. This shall not limit any liability of HSHA to the Supplier that may arise from a breach of the Agreement or any negligence by HSHA.
17. Entire Agreement
17.1 The Agreement supersedes all prior agreements and undertakings between the Parties and constitutes the entire agreement relating to the Goods and Services.
18.1 All notices shall be in writing and shall be validly served if delivered personally or sent by recorded delivery to a party to the Agreement as set out in the Purchase Order.
19. Law and Disputes
19.1 The construction, performance and all other matters arising out of the Agreement shall be governed by the law of Scotland and be subject to the non-exclusive jurisdiction of the Scottish courts.
19.2 The Supplier undertakes to act promptly and constructively to seek to resolve any difficulty or disagreement that may arise relating to these terms and conditions and their implementation. Where any such difficulty or disagreement cannot be resolved to the mutual satisfaction of the Parties, the Supplier shall co-operate with any request by HSHA to seek recourse to a mutually agreed independent mediator with a view to resolving the difficulty or disagreement.
19.3 The Supplier undertakes to co-operate to enable HSHA to address any customer complaint received by HSHA where information is required from the Supplier to allow HSHA to reply fully to the complainant. The Supplier is to supply such information within five working days of being requested by HSHA to do so.
20.1 In these terms and conditions the following expressions have the following meanings unless inconsistent with the context:-
“Agreement” means the agreement between HSHA and the Supplier which incorporates these Conditions and the requirements set out in the Purchase Order.
“Conditions” means Conditions 1 to 20 set out in this document.
“Goods” means any goods agreed in the Agreement to be bought by HSHA from the Supplier.
“HSHA” means Hanover (Scotland) Housing Association Limited, a Scottish charity number SC014738, whose registered office is at 95 McDonald Road, Edinburgh, EH7 4NS.
“Intellectual Property Rights” means all intellectual property rights including without limitation patents, service marks, designs, design rights, copyright, inventions, trade secrets, knowhow and confidential information and all applications for protection of any of the same.
“Parties” means HSHA and the Supplier.
“Purchase Order” means HSHAs written (including electronic mail) instructions to the Supplier to supply Goods, Services or Goods and Services incorporating these Conditions.
“Services” means any services, duties and responsibilities to be provided, performed and observed by the Supplier in terms of the Agreement and includes the grant of rights under a licensing agreement of whatever kind.
“Supplier” means the body corporate, firm or individual to which or to whom the Purchase Order is addressed.
20.2 Condition headings do not affect the interpretation of these Conditions.