Swindon College Terms and Conditions.


 
SWINDON COLLEGE
 
TERMS AND CONDITIONS OF PURCHASE
 
1.            Interpretation
 
  1. In these conditions :-
 
"Buyer" means Swindon College Corporation, or if defined differently in the Delivery Address, any of its subsidiary companies
 
"Conditions" means the standard terms and conditions of purchase as set out in this document including any special terms and conditions agreed in writing between the Buyer and the Seller
 
"Contract” means a contract for the sale and purchase of the Goods and the supply and acquisition of Services pursuant to an Order by the Buyer
 
"Invoice Address" means the Buyer's invoice address stated on the Order
 
"Goods" means the Goods (including any installment of the Goods or any part of them) as described in an Order
 
"Order” means a purchase order of the Buyer placed with the Seller for Goods and/or Services
 
"Price" means the price of the Goods and/or the charge for the Services
 
"Seller" means the person so described in the Order
 
"Services" means the Services (if any) described in the Order
 
"Specification" means the inclusion of any plans, drawings, data or other information relating to the Goods or Services
 
2.            Basis of the Purchase
 
2.1          These Conditions shall apply to Contracts to the exclusion of any other terms and 
conditions on the basis of which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller
 
2.2          The Order will lapse unless unconditionally accepted by the Seller in writing within
14 days of its date
 
2.3          No variation of the Order or these Conditions shall be binding unless agreed in
writing between the authorised representatives of the Buyer and Seller
 
3.            Specification
 
3.1          The quantity, quality and description of the Goods and Services shall, subject as 
provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer
 
3.2          Any Specification supplied by the Buyer to the Seller, or specifically produced by the 
Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer
 
4.            Price and Payment Terms
 
4.1          The Price of the Goods and the Services shall be as stated in the Order and, unless
otherwise stated, shall be :-
 
              4.1.1    exclusive of any applicable VAT
 
              4.1.2    Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties or levies other than VAT
 
4.2          No increase in the Price may be made without the prior consent of the Buyer in
Writing
 
4.3          Unless otherwise stated in the Order, the Buyer shall pay the Price within 30 days of the 
date of invoice or, if later, after acceptance of the Goods and Services by the Buyer
 
4.4          The Buyer shall be entitled to set-off against the Price any sums owed to the Buyer
by the Seller
 
4.5          Invoices shall be sent not earlier than date of delivery to the Invoice Address and a 
statement of account shall be sent by the Seller to the Purchase Ledger Supervisor, Finance Department, Swindon College, North Star Avenue, Swindon, Wiltshire SN2 1DY not later than the tenth day of the month following delivery
 
5.            Delivery
 
5.1          The Goods shall be delivered to and the Services shall be performed at the Delivery
address on the date, or within the period stated in the Order
 
5.2          The time for delivery of the Goods and for performance of the Services is of the
essence of the Contract
 
5.3          A Delivery Note quoting the number of the Order must accompany each delivery
consignment of the Goods and must be prominently displayed
 
5.4          If the Goods are to be delivered, or the Services are to be performed, by instalments,
the Contract will be treated as a single Contract and not severable
 
5.5          The Buyer shall be entitled to reject any Goods delivered which are not in accordance
with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect following delivery or, if later, within a reasonable time after any defect in the Goods has become apparent
 
6.            Risk and Property
 
6.1          Risk or damage to, or loss of, the Goods shall pass to the Buyer on delivery to
the Buyer in accordance with the Contract
 
6.2          The property in the Goods shall pass to the Buyer upon delivery, unless payment of the 
Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made
 
7.            Warranties and Liabilities
 
  1. The Seller warrants to the Buyer that the goods :-
 
7.1.1  will be of merchantable quality and fit for any purpose held out by the Seller or 
                        made known to the Seller at the time the Order is placed;
 
              7.1.2  will be free from defects in design, material and workmanship;
 
              7.1.3  will correspond with any relevant Specification or sample;
 
              7.1.4  will comply with all statutory requirements and regulations relating to the sale of 
                        the Goods;
 
              7.1.5  will correspond with any pre-contract representations, oral or written, made by the Seller to the Buyer
 
7.2          The Seller warrants to the Buyer that the Services will be performed by appropriately 
qualified trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances
 
8.            Termination
 
8.1          The Buyer shall be entitled to cancel the Order in respect of all or part of the Goods 
and/or Services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyer's sole liability shall be to pay to the Seller the price for the Goods already delivered or Services already provided
 
8.2          The Buyer shall be entitled to terminate the Contract forthwith without liability to the
Seller by giving notice to the Seller at any time if :-
              
              8.2.1  the Seller makes any voluntary arrangement with its creditors or (being a 
                        company) becomes subject to an administration order or goes into liquidation 
                        (otherwise than for the purpose of amalgamation or reconstruction); or
 
              8.2.2  an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
 
              8.2.3  the Seller ceases or threatens to cease to carry on its business; or
 
              8.2.4  the Buyer reasonably apprehends that any of the events mentioned above is about to occur
 
9.            General
 
9.1          The Order is personal to the Seller and the Seller shall not assign or transfer or purport 
to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the Buyer's prior written consent
 
9.2          Any notice required or permitted to be given by either party to the other under these 
conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
 
9.3          No waiver by the Buyer of any breach of the Contract by the Seller shall be
considered as a waiver of any subsequent breach of the same or any other provision
 
9.4          Contracts shall be governed by the laws of England