Standard terms and conditions of contract for the purchase of computer software products

Part B - Provision of goods

B1 Contract period

  • B1.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period.
  • B1.2 If the Contract Period includes an option to extend and the Council intends to take up the option, the Contractor shall be notified in writing within the period stated in the Contract Particulars prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period.

B2 Delivery 

  • B2.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period.
  • B2.2 The time of the delivery of the Goods is of essence to the Contract.
  • B2.3 Where the Goods are delivered by the Contractor, the point of delivery shall be when they are removed from the transporting vehicle and delivered in accordance with the Delivery Instructions. Where the Goods are collected by the Council from the Contractor, the point of delivery shall be when they are loaded onto the Council's vehicle.
  • B2.4 Except where otherwise provided in the Contract, delivery shall include the uploading or stacking of the Goods by the Contractor at such places the Council may direct in the contract.
  • B2.5 The issue by the Council of a receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of those Goods. The Council shall not be deemed to have accepted any Goods until it has had reasonable opportunity to inspect them following delivery or within a reasonable time after any latent defect in the Goods has become apparent.
  • B2.6 All Goods must be properly packaged to survive transit without damage, clearly and legibly labelled and addressed. The Council will not be liable to pay for any pallets, packages or containers in which Goods are supplied.
  • B2.7 The Council shall not be obliged to accept delivery by instalments, unless expressly agreed to the contrary. If the Council does specify or agree to delivery by instalments, delivery of any one instalment not in accordance with the Delivery Instructions shall, without prejudice to any other rights or remedies of the Council, entitle the Council to terminate the whole of any unfulfilled part of the Contract without further liability to the Contractor.
  • B2.8 Without prejudice to the Council’s other remedies if the Goods or any portion of them are not delivered in accordance with the Delivery Instructions the Council shall be entitled to recover from the Contractor, as liquidated damages and not by way of penalty, the amount, if any, for the period during which such failure continues the amount, if any as set out in the Special Terms and Conditions.
  • B2.9 If the Contractor at any time becomes aware of any act or omission, or proposed act or omission by the Council which prevents or hinders, or may prevent or hinder the Contractor from supplying the Goods in accordance with the Contract, the Contractor shall inform the Council.
  • B2.10 If the Contractor has a change in Control, the Contractor shall inform the Council as soon as reasonably practicable.
  • B2.11 The Council retains the Contractor for the supply of the Goods on a non-exclusive basis.

B3 Contract manager

  • B3.1 The Contractor shall employ a competent and authorised Contract Manager empowered to act on behalf of the Contractor for all purposes connected with the Contract.
  • B3.2 The Contractor shall give notice at once in writing to the Council of any change in the identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Council before changing its Contract Manager.

B4 Ordering process

  • B4.1 Where this Contract is identified as requiring Orders in the Contract Particulars the Contractor shall accept Orders made in writing by the Council under the provisions of this clause.
  • B4.2 Except where specified Orders are required to call off the Goods, the Council gives no guarantees whatsoever as to when any Order will be placed during the Contract Period or under the Contract.
  • B4.3 The Orders shall state the type of or part of the Goods required including the Council’s requirements with regard to timescale for delivery of those Goods.

B5 Risk in and title to goods 

B5.1 Risk in the Goods shall pass to the Council upon delivery without prejudice to any rights of rejection which may accrue to the Council under the Contract or otherwise.
B5.2 Title to the Goods shall pass to the Council upon delivery or earlier payment.

B6 Warranty

  • B6.1 The Contractor warrants to the Council that the Goods will be:
    • B6.1.1 of satisfactory quality within the meaning of the Sale of Goods Act 1979 and fit for purpose as required by the Specification or held out by the Contractor;
    • B6.1.2 free from defects in design, material and workmanship;
    • B6.1.3 provided in accordance with the Contract, correspond with the Specification and any drawings, samples or descriptions provided by the Contractor; and
    • B6.1.4 so formulated, designed, constructed, finished and packaged as to be safe and without risk to health.
  • B6.2 The Contractor warrants to the Council that to the extent that associated services are performed, they will be performed by appropriately qualified, trained and experienced personnel with a high standard of skill, care and diligence and in accordance with Good Industry Practice.
  • B6.3 Without prejudice to the Council’s right to terminate under clause D (Termination), if any of the Goods supplied are not in accordance with the Contract, the Council shall be entitled to:
    • B6.3.1 require the Contractor to repair the Goods or to supply replacement Goods in accordance with the Contract as soon as reasonably practicable and in any event within 14 working days of a request to do so; or
    • B6.3.2 subject to clause E2 (Indemnity and liability), treat the Contract as discharged by the Contractor’s breach and require the repayment of a proportion of the Price which has been paid together with payment of any additional expenditure over and above the Price reasonably incurred by the Council in obtaining replacement Goods.

B7 Contractors personnel 

  • B7.1 The Council reserves the right under the Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Council:
    • B7.1.1 any member of the Contractor’s Employees; or
    • B7.1.2 any person employed or engaged by a sub-contractor, agent or servant of the Contractor whose admission or continued presence would be, in the reasonable opinion of the Council, undesirable.
  • B7.2 When directed by the Council, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Council, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Council may reasonably desire.
  • B7.3 The Contractor’s Employees, engaged within the boundaries of any of the Council’s premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time-to-time for the conduct of personnel when at that establishment and when outside that establishment.
  • B7.4 The decision of the Council as to whether any person is to be refused access to any premises occupied by or on behalf of the Council shall be final and conclusive.
  • B7.5 The Contractor shall bear the cost of or costs arising