'LCC' means Lancaster City Council, at the address given on the purchase order.
'Order' means the purchase order placed by LCC for the supply of goods and services.
'Vendor' means the person, firm or company to who the Order is addressed.
'Goods' means the articles or things described in the Order, including services.
2. Quality and Description
The Goods must:
- Comply with the quality, quantity and description as stated in the Order.
- Be of good quality and material and fit for any purpose held out by Vendor or made known to Vendor at the time of Order.
- Be equal in all respects to any specification or samples provided by LCC.
3.1. Vendor must deliver the Goods properly packed and secured but with due regard to minimizing packaging, on the date specified in the Order and to the address specified in the Order or as otherwise instructed. Each package must be clearly marked with the Vendor’s name and the delivery address stated on the face of the Order.
3.2. On delivery LCC shall not be deemed to accept the Goods (whether or not an advice /delivery note has been signed) until LCC has had a reasonable opportunity to examine the Goods. LCC shall have the right to reject any Goods or part hereof which in its opinion fails to meet the specification as stated in the Order.
3.3. Risk and ownership of the Goods passes to LCC on delivery.
4.1. Payment will be made by LCC within twenty eight days of receiving a valid VAT invoice.
4.2. Vendor invoice must include the order number for the goods and be sent to the invoice address shown on the Order.
4.3. Payment will normally be made direct to Vendor’s bank account. Vendor should ensure that LCC has it’s bank account details
4.4. A valid VAT debit or credit note must support any alterations to the amount invoiced.
5. Warranty and Indemnity
5.1. Vendor warrants that the Goods comply with the description in the Order.
5.2. Vendor warrants that the Goods are of good quality and material.
5.3. Vendor warrants that the supply of goods under the Order will not infringe any third party intellectual property rights.
5.4. Vendor will fully indemnify LCC against any breach of clause 5.3
6. Dispute Resolution and Termination
6.1. If the goods or any part of the goods are not delivered in accordance with 3.1, LCC will without prejudice to any other rights of remedy, be entitled to determine the Contract unfulfilled.
6.2. Vendor will, with all possible speed, repair or replace, free of charge, any Goods damaged or lost in transit, provided that LCC gives Vendor reasonable written notification of such damage or loss.
6.3. If within fifteen months after dispatch, or within twelve months after installation in the end user's premises, LCC gives notice to Vendor in writing of any defect in the Goods which has arisen under proper use or of any other non conformity with the contract, then Vendor agrees to promptly repair or replace the Goods so as to remedy the defect without cost to LCC.
6.4. If a substantial proportion of the Goods are defective, or do not conform to the Order, LCC may without prejudice to any other rights and remedies cancel the Order and reject any or all Goods already delivered and Vendor will reimburse any sum(s) already paid by LCC in respect of goods so rejected or not then delivered.
6.5. If Vendor has a Receiver appointed to the whole or any part of its assets, or if an order is made or a resolution is passed winding up Vendor’s business, unless such order or resolution is part of a scheme or reconstruction, LCC will be at liberty:
- To cancel the Order by giving Vendor written notice without compensation to Vendor.
- To give any such Receiver or Liquidator or other person the option to carrying out Vendor's responsibilities under the Order.
Vendor must not assign or transfer its responsibilities under the Order to any third party without LCC's prior written consent.
Any drawings, designs, technical information, advice and other things communicated or supplied by LCC under the Order should be treated as confidential and will remain the property of LCC. Vendor must not disclose any LCC confidential information to any third party without LCC’s prior written consent.
Any tools, moulds, parts, materials and other things supplied or paid for by LCC in order to assist Vendor fulfil the Order are LCC property and must be used solely for the purpose of the Order and returned to LCC promptly upon request.
10. Intellectual Property Rights
All intellectual Property Rights in any goods which are original works created by Vendor for LCC pursuant to the Order will belong to LCC and Vendor undertakes to promptly do all things necessary to transfer such rights to LCC.
In the absence of a formal contract between the parties:
- The order and any agreed written amendments will constitute a binding agreement, and
- All written quotations received and formally accepted are subject to these terms and conditions and no addition or variation should be made or applied unless agreed in writing to LCC.
12. Supplier Relationship
Nothing in these terms and conditions is intended to create any legal relationship between the parties other than that of a supplier and customer. For the avoidance of doubt, the parties agree that this agreement does not constitute a partnership or agency relationship between LCC and Vendor.
13. Rights of Third Parties
Any third party who is not a party to this Order has no rights under the Contracts (Rights of Third Parties) Act 1999 ('Act') to enforce any term of this Order notwithstanding that any such terms may purport to confer or may be construed as conferring a benefit on such third party.
14. Governing Law
The Order will be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
15. Force Majeure
Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the (reasonable) control of the parties or either of them renders the performance of this Order impossible.
National Fraud Initiative
Lancaster City Council is participating in an exercise to promote the proper spending of public money.
We are required by law to protect the public funds we administer. We may share information provided to us with other bodies responsible for auditing or administering public funds in order to prevent and detect fraud.
The Audit Commission currently requires us to participate in its anti-fraud initiative. For this initiative, we are providing details of creditor payments so that they can be compared to information provided by other public bodies. This will ensure that creditors are being paid appropriately.
Sometimes wrong payments are made because of a genuine error. These exercises, therefore, help promoted the best use of public funds.
More information can be found on our national fraud initiative page.
Last updated: 04 October 2017