UNIVERSITY OF CHICHESTER PURCHASING TERMS AND CONDITIONS 1. INTERPRETATION

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1 UNIVERSITY OF CHICHESTER PURCHASING TERMS AND CONDITIONS 1. INTERPRETATION 1.1 In se conditions: Buyer means University of Chichester. Conditions means standard conditions of purchase set out in this document and (unless context orwise requires) includes any special terms and conditions agreed in writing between Buyer and Seller. Order means Buyer s purchase order to which se Conditions are annexed. Services means services (if any) described in Order. Goods means goods (including any instalment of goods or any part of m) described in Order. Contract means contract for sale and purchase of Goods and supply and acquisition of Services on Conditions. Delivery Address means address stated on Order. Price means price of Goods and/or charge for Services. Seller means person so described in Order. Specification includes any plans, drawings, data or or information relating to Goods or Services. Writing includes telex, cable, facsimile transmission and comparable means of communication. 1.2 Any reference in se Conditions to a statute or a provision of statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at relevant time. 1.3 The headings in se Conditions are for convenience only and shall not affect ir interpretation. 2. BASIS OF PURCHASE 2.1 The Order constitutes an offer by Buyer to purchase Goods and/or acquire Services subject to Conditions. 2.2 These Conditions shall apply to Contract to exclusion of any or terms and conditions on which any quotation has been given to Buyer or subject to which Order is accepted or purported to be accepted by Seller. 2.3 The Buyer reserves right to cancel Order unless unconditionally accepted by Seller in writing within 28 days of its date. 2.4 No variation to Order or se conditions shall be binding unless agreed in Writing between authorized representatives of Buyer and Seller. 3 SPECIFICATIONS 3.1 The quantity, quality and description of Goods and Services shall, subject as provided in se Conditions, be as specified in Order and/or in any applicable Specification applied by Buyer to Seller or agreed in Writing by Buyer and Seller. 3.2 Any Specification supplied by Buyer to Seller or specifically by Seller for Buyer, in connection with Contract toger with copyright, design rights or any or intellectual property rights in Specification, shall be exclusive property of Buyer. The Seller shall not disclose to any third party or use any such Specification except to extent that it is or becomes public knowledge through no fault of Seller, or as required for purpose of Contract. 3.3 The Seller shall comply with all applicable regulations or or legal requirements concerning manufacture, packaging, packing and delivery of Goods and performance of Services. 3.4 The Seller shall not unreasonably refuse any request by Buyer to inspect and test Goods

2 during manufacture, processing or storage at premises of Seller or any third party prior to dispatch, Seller shall provide Buyer with all facilities reasonably required for inspection and testing. 3.5 If, as a result of inspection or testing, Buyer is not satisfied that Goods will comply in all respects with Contract, and Buyer so informs Seller within 7 days of inspection or testing, The Seller shall take such steps as are necessary to ensure compliance. 3.6 The Goods shall be marked in accordance with Buyers instructions and any applicable regulations or requirements of carrier, and properly packed and secured so as to reach ir destination in an undamaged condition in ordinary course. 4 PRICE OF GOODS AND SERVICES 4.1 The Price of Goods and Services shall be as stated in Order and, unless orwise so stated, shall be: exclusive of any applicable value added tax (which shall be payable by Buyer subject to receipt of a VAT invoice); and inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of goods to Delivery Address and any duties, imposts or levies or than value added tax. 4.2 No increase in Price may be made (wher on account of increased material, labour or transport costs, fluctuation in rates of exchange or orwise) without prior consent of Buyer in Writing. 4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase, or volume of purchase customarily granted by Seller, wher or not shown on its own terms and conditions of sale. 5 TERMS OF PAYMENT 5.1 The Seller shall be entitled to invoice Buyer on or at any time after delivery of Goods or performance of Services, as case may be, and each invoice shall quote number of Order. 5.2 Unless orwise stated in Order, Buyer shall pay Price of Goods and Services within 30 days after end of month of receipt by Buyer of a valid invoice or after acceptance of Goods or Services in question by Buyer whichever is later. 5.3 The Buyer shall be entitled to set off against Price sums owed to Buyer by Seller. 6 DELIVERY 6.1 The Goods shall be delivered to and Services shall be performed at Delivery Address on date or within period stated in Order, in eir case during Buyer s usual business hours. 6.2 Where date of delivery of Goods or of performances of Services is to be specified after placing of Order, Seller shall give Buyer reasonable notice of specified date. 6.3 The time of delivery of Goods and of performances of Services is of essence of Contract. 6.4 A packing note quoting number of Order must accompany each delivery or consignment of Goods and must be displayed prominently. 6.5 If Goods are to be delivered or Services are to be performed by instalments, Contract will be treated as a single contract and not severable. 6.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with Contract, and shall not be deemed to have accepted any Goods until Buyer has had a reasonable time to inspect m following delivery or, if later, within a reasonable time after any latent defect in Goods has become apparent.

3 6.7 The Seller shall supply Buyer in good time with any instructions or or information required to enable Buyer to accept delivery of Goods and performance of Services. 6.8 The Buyer shall not be obliged to return to Seller any packaging or packing materials for goods, wher or not any Goods are accepted by Buyer. 7 RISK AND PROPERTY 7.1 Risk of damage to or loss of Goods shall pass to Buyer upon delivery to Buyer in accordance with Contract. 7.2 The property in Goods shall pass to Buyer upon delivery, unless payment for Goods is made prior to delivery when it shall pass to Buyer once payment has been made and Goods have been appropriated to Contract. 8 WARRANTIES AND LIABILITY 8.1 The Seller warrants to Buyer that Goods will be of satisfactory quality and fit for purpose held out by Seller or made known to Seller in Writing at time Order is placed will be free from defects in design, material and workmanship will correspond with any relevant Specification or sample and will comply with all statutory requirements and regulations relating to Sale of Goods. 8.2 The Seller warrants to Buyer that ir Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standards of quality as it is reasonable for Buyer to expect in all circumstances. 8.3 Without prejudice to any or remedy, if Goods or Services are not supplied or performed in accordance with Contract, n Buyer shall be entitled to require Seller to repair Goods or to supply replacement Goods or Services in accordance with Contract within 7 days or at Buyer s sole option, and wher or not Buyer has previously required Seller to repair Goods or to supply any replacement Goods or Services, to treat Contract as discharged by Seller s breach and require repayment of any part of Price which has been paid. 8.4 The Seller shall indemnify Buyer in full against all liability, loss, damages, costs, claims and expenses (including legal expenses) awarded against or incurred or paid by Buyer as a result of or in connection with breach of any warranty given by Seller in relation to Goods or Services; any claim that Goods infringe, or ir use or resale infringes patent, copyright, design right or trade mark or or intellectual property rights of any or person, except to extent that claim arises from compliance with any Specification supplied by Buyer; any liability under Consumer Protection Act 1987 in respect of Goods; any act omission of Seller or its employees, agents or sub-contractors in supplying, delivering and installing Goods; and any act or omission of any of Seller s personnel in connection with performance of Services. 8.5 In respect of any injury, damage or loss caused to third parties or ir property by Goods re shall be no automatic right of indemnity due from Buyer to Seller. Any clause in Seller s standard terms and conditions of sale purporting to establish a right of indemnity from Buyer to Seller in event of any injury, damage or loss caused to third parties or ir property shall not be incorporated into this Contract.

4 9 TERMINATION 9.1 The buyer shall be entitled to cancel Order in respect of all or part only of Goods and/or Services by giving to Seller at any time prior to delivery or performance in which event Buyer s sole liability shall be to pay Seller Price for Goods or Services in respect of which Buyer has exercised its rights of cancellation, less Seller s net saving of cost arising from cancellation. 9.2 The Buyer shall be entitled to terminate Contract without liability to Seller by giving notice to Seller at any time if: Seller makes any voluntary arrangement with its creditors (within meaning of Insolvency Act 1986) or (being a company) becomes subject to an administration or goes into liquidation (orwise that for purpose of amalgamation or reconstruction) or an encumbrancer takes possession, or a receiver is appointed, of any of property or assets of Seller; seller ceases, or threatens to cease, to carry on business; or Buyer reasonably apprehends that any of above events is about to occur in relation to Seller and notifies Seller accordingly. 10 GENERAL 10.1 The Order is personal to Seller and Seller shall not assign or transfer or purport to assign or transfer to any or person any of its rights or sub-contract any of its obligations under Contract Any notice required or permitted to be given by eir party to or under se Conditions shall be in Writing addressed to that or party at its registered office or principal place of business or such or address as may at relevant time have been notified pursuant to this provision to party giving notice No waiver by Buyer of any breach of Contract by Seller shall be considered as a waiver of any subsequent breach of same or any or provision If any provision of se Conditions is held by any competent authority to be invalid or unenforceable in whole or in part validity of or provision of se Conditions and remainder of provision in question shall not be affected reby. 11 HEALTH AND SAFETY 11.1 The Seller shall comply with requirements of UK and international legislation and agreements relating to supply, packaging, labeling and carriage of hazardous goods The Seller shall ensure that Goods comply with current health and safety legislation and legislation implementing any relevant EC Directive. The Buyer may require Seller to show Goods bear a CE mark and may ask for a copy of EC Declaration of Conformity. 12 EQUALITY & DIVERSITY 12.1 The Seller agrees to comply with Buyer s policies and procedures to prevent unlawful; discrimination on grounds of sex, race, disability, sexual orientation, age, religion and belief.

5 12.2 In accordance with its responsibilities under Race Relations Act 1976 (as amended by Race Relations (Amendment) Act 2000 and Race Relations Act 1976 (Amendment) Regulations 2003) to eliminate unlawful racial discrimination, promote equal opportunities and promote good relations between people of different racial groups, Buyer requires its contractors and subcontractors to comply with terms of this section The Seller warrants that its own practices and procedures comply with legislation to prevent unlawful; discrimination and that its employees are fully trained on matters relating to prevention of unlawful discrimination The Seller will provide such information as required by Buyer in relation to its compliance with anti-discrimination legislation and will co-operate with any investigation by Buyer or a body empowered to carry out such investigations under relevant legislation Where any investigation is conducted, or proceedings are brought which arise directly or indirectly out of any act or omission of Seller, its agents or sub-contractors and where re is a finding against Seller in any investigation or proceedings, Seller shall indemnify Buyer with respect to all costs, charges and expenses (including legal and administrative expenses) incurred by Buyer during or in connection with any such investigation or proceedings and furr indemnify Buyer for any compensation, damages, costs or or award Buyer may be ordered or required to pay to a third party Without prejudice to remedies set out above, Buyer may terminate contract if notice has been given to Seller of a substantial or persistent breach of this clause providing that a reasonable period has been given during which breach may have been rectified and Seller has failed to remedy breach within stated period. 13 PREVENTION OF CORRUPTION & BRIBERY 13.1 In connection with this or any or contract between us You shall not give, provide, or offer to our staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In event of any breach of this condition, we shall, without prejudice to any or rights we may possess, be at liberty forthwith to terminate this and any or Contract and to recover from You any loss or damage resulting from such termination. You shall comply with all applicable laws, regulations, codes and sanctions relating to anti-corruption and anti-bribery including but not limited to Bribery Act LAW 14.1 The construction, validity and performance of Contract shall be governed by law of England. The Contract shall be deemed to have been made in England and parties to Contract hereby submit to exclusive jurisdictions of English Courts.