Terms and Conditions – Purchase of Goods and Services
Date: 1 June 2026
These conditions shall have precedence over any printed conditions appearing on any acceptance document or correspondence, delivery form or any other documents from a supplier in response to a contract.
CLAUSES
1. DEFINITIONS AND INTERPRETATIONS
2. THE GOODS
3. LABELLING AND PACKAGING
4. DELIVERY
5. EXCESS DELIVERIES
6. FREE-ISSUE MATERIALS
7. DATE CHANGE DISRUPTION
8. INSPECTION AND TESTING
9. PRICE AND PAYMENT
10. TITLE
11. HEALTH AND SAFETY
12. PRODUCT LIABILITY
13. FORCE MAJEURE
14. VARIATIONS
15. TERMINATION
16. ASSIGNMENT AND SUB-CONTRACTING
17. LIMITATION OF LIABILITY
18. INSURANCE
19. INDEMNITY
20. WARRANTIES
21. INTELLECTUAL PROPERTY RIGHTS
22. CONFIDENTIALITY
23. INSOLVENCY
24. DEFAULT
25. SET OFF
26. WAIVER
27. ANTI-BRIBERY AND CORRUPTION
28. SEVERANCE
29. STATUTES
30. NOTICES
31. AUDIT
32. GOVERNING LAW AND ARBITRATION
ADDITIONAL CONDITIONS APPLICABLE FOR THE PURCHASE OF SERVICES ONLY
33. DEFINITIONS
34. RESPONSIBILITY FOR INFORMATION
35. QUALITY OF SERVICE
36. MANNER OF CARRYING OUT THE SERVICE
37. ACCESS TO THE PREMISES
38. SUPPLIER’S PERSONNEL
39. NOTIFICATION PROCEDURE
40. COMPLETION TESTS
1. DEFINITIONS AND INTERPRETATIONS
1.1. “CLTD” means Castlet Ltd. and having its principal place of business at 14 Crofton Drive, Allenby Road Industrial Estate, Lincoln, Lincolnshire LN3 4NR.
1.2. “Contract” means the contract between CLTD and the Supplier consisting of the contract, these General Conditions and any other documents (or parts thereof) specified in the Contract or These General Conditions.
1.3. “General Conditions” means these conditions of contract for the purchase of goods and services and any document referred to herein.
1.4. “Goods” means any goods, articles or materials supplied or to be supplied to CLTD by the Supplier pursuant to or in connection with the Contract.
1.5. “IPR” means all patents, designs and registered trade marks, and any applications for any of the foregoing and the right to apply for same, copyright, design rights, database rights, rights in the nature of copyright, trade marks, trade names and business names, moral rights, topography rights, utility model rights, rights in confidential and proprietary information, rights in inventions and discoveries, know how and any and all other industrial or intellectual property rights whatsoever which exist or arise anywhere in the world.
1.6. “Supplier” means the company or individual named in the Contract and where the context so requires shall include any sub-contractor.
1.7. “Statute” has the meaning set out in clause 27.2.
1.8. The clause and paragraph headings used herein are for purposes of convenience or reference only. They shall not be used to explain, limit or extend the meaning of any part of the Contract.
1.9. In these General Conditions the masculine includes the feminine and the singular includes the plural and vice versa unless the context otherwise requires.
2. THE GOODS
2.1. The Goods shall be to the entire satisfaction of CLTD and shall conform in all respects with the Contract.
2.2. The Goods shall be fit and suitable for the purpose for which such Goods are ordinarily used and additionally for any particular purpose made known to the Supplier by CLTD. The Supplier acknowledges that CLTD solely relies on the knowledge, skill, care and judgement of the Supplier in the supply of the Goods and their fitness for purpose in the execution of the Contract.
3. LABELLING AND PACKAGING
3.1. The Goods shall be packaged and as necessary palletised in a safe and secure manner and in accordance with CLTD’s instructions and any applicable laws and regulations. The contents shall be clearly marked on each container and/or pallet and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings as required under any applicable laws and regulations. The Supplier shall indemnify CLTD in full against all actions, proceedings, claims, demands, losses, damages, charges, costs and/or expenses (including legal fees) which CLTD may suffer or incur as a result of or in connection with any breach of this clause.
3.2. Each container or pallet shall have delivery and where applicable advice notes securely attached detailing CLTD’s Contract reference number, description of the contents, quantity, weight and information for the safe handling of the Goods.
3.3. All packaging materials will be considered non-returnable unless otherwise agreed in writing.
3.4. Without CLTD’s prior written consent, no makers mark (or anything similar) shall appear on any material embodied within the Goods specified in the Contract.
4. DELIVERY
4.1. The date of completion for the Contract or in the case of the Contract being performed at regular or defined times shall be that specified in the Contract.
4.2. The Supplier is responsible for ensuring that intended delivery times are acceptable to CLTD.
4.3. CLTD shall under no circumstances be obliged to accept delivery of any Goods prior to CLTD’s specified delivery date (“Early Delivery“) and if CLTD accepts Early Delivery:
4.3.1. The Supplier shall be responsible for the cost of storing the Goods; and
4.3.2. The payment date for the Goods shall be calculated from the original agreed delivery date and payable in accordance with the payment terms specified in the Contract.
4.3. Unless otherwise agreed with CLTD, the Supplier is responsible for the off-loading of the Goods at no additional charge at the place of delivery stated in the Contract. Any access to premises and any labour or equipment that may be provided by CLTD in connection with delivery or unloading shall be provided at CLTD’s discretion and without liability on CLTD.
4.4. Where any access to CLTD’s premises is necessary for delivery of the Goods, the Supplier or its subcontractor shall at all times comply with CLTD’s site regulations and all safety and hygiene requirements applicable at the premises and shall ensure that all its employees, contractors or anyone for whom it is responsible complies.
5. EXCESS DELIVERIES
5.1. If the Supplier delivers quantities in excess of the quantity purchased under the Contract (“Excess Goods”), CLTD shall at its sole discretion accept the Excess Goods at a reduced price to be mutually agreed between CLTD and the Supplier, or to reject the quantity of Excess Goods.
5.2. If CLTD rejects the quantity of Excess Goods, the Supplier shall be responsible for promptly removing the Excess Goods from CLTD’s premises and any storage costs or costs associated with unloading or loading the Excess Goods shall be for the Supplier’s account.
6. FREE-ISSUE MATERIALS
6.1. Any free-issued materials, tools and components used directly or indirectly in the performance of the Contract or any other assets of CLTD in the possession of the Supplier or the subject of the Contract (“Articles“), shall at all times remain the property of CLTD and shall be identified and clearly marked by the Supplier and recorded as such in all documentation. The Supplier shall maintain all such Articles in good order and condition and shall use such Articles solely in connection with the Contract. The Supplier shall notify CLTD of any surplus Articles remaining after completion of the Contract and shall dispose of them as CLTD may direct. The Supplier shall compensate CLTD for any waste of or damage to Articles arising from bad workmanship or negligence of the Supplier, its employees, agents, contractors or other representative.
6.2. Without prejudice to any other rights of CLTD, the Supplier shall deliver up such Articles, whether processed or not to CLTD on demand.
6.3. In the event of CLTD’s termination or cancellation of the Contract for any reason, all Articles used directly or indirectly in the performance of the Contract and any other assets of CLTD in the Supplier’s possession shall be returned immediately to CLTD. The Supplier shall grant CLTD unencumbered free rights of access to the Supplier’s premises for such purposes as CLTD may decide are appropriate and necessary.
7. DATE CHANGE DISRUPTION
30.1. The Supplier warrants that the Goods conform in all respects to the requirements of BSI-Disc PD 2000-1 and shall include design, functionality and performance so that CLTD shall not experience any abnormality in the performance or results returned from the Goods prior to, during or after any date change.
30.2. All date references and markings on the Goods, associated documentation or electronic communications shall state the calendar year as a four-digit number unless otherwise previously agreed in writing by CLTD.
8. INSPECTION AND TESTING
8.1. CLTD may at any reasonable time inspect or test or arrange for the inspection or testing of the Goods, or any part of them, in the course of production and/or upon completion at the Supplier’s premises and/or those of its sub-contractor. No failure to make a complaint at the time of such inspection or test and no approval given during or after such inspection or test shall constitute a waiver by CLTD of any rights or remedies in respect of the Goods. The Supplier shall provide, in a timely fashion, any such test certificates and related documents as CLTD may require, upon request.
8.2. Inspection or testing may be carried out by a CLTD inspector or representative and any inspector or representative of a CLTD customer, its agent or any government department concerned.
8.3. CLTD may by notice to the Supplier reject any of the Goods that fail to comply with the Contract. CLTD shall use reasonable endeavours to give such notice within thirty (60) days from delivery to CLTD or such longer period as may be reasonable in all the circumstances or within a reasonable time after any latent defect in the Goods becomes apparent.
8.4. Should CLTD reject any of the Goods pursuant to clause 8.3 above, CLTD shall be, without prejudice to any other rights and remedies, entitled to;
8.4.1. require that the Goods, at its sole discretion, either be replaced with Goods which comply in all respects with the Contract, or repaired by the Supplier within the time specified at the time of rejection;
8.4.2. obtain a refund from the Supplier in respect of the rejected Goods; or
8.4.3. obtain the Goods elsewhere and recover from the Supplier any additional costs thereby incurred; and
8.5. In addition to CLTD’s rights and remedies and those remedies set out in 7.4 above, CLTD shall be permitted to recover the full cost of inspection and/or testing from time to time from the Supplier arising out of or in connection with this clause.
9. PRICE AND PAYMENT
9.1. The price payable for the Goods shall be as stated in the Contract and shall be applicable for the entire duration of the Contract. No variation to the price shall be permitted unless agreed in writing with CLTD.
Unless otherwise agreed in writing the price shall be a delivered price, including all packaging, carriage, insurance and any other costs incurred and payable up to the specified delivery point.
9.2. All prices shall be in pounds sterling, unless otherwise agreed in writing, and specified in the Contract.
9.3. Unless otherwise agreed in writing by CLTD, the Supplier shall render an invoice retrospective to the delivery of the Goods to the satisfaction of CLTD. Value Added Tax where applicable will be shown separately as a strictly net extra. CLTD’s Contract reference number must be quoted on all invoices and CLTD will accept no liability whatsoever for invoices which do not comply with this clause.
9.4. Payment of undisputed invoices shall be made sixty (60) days from the end of the month of CLTD’s receipt of an invoice.
9.5. Inattention to the following details may result in delayed payment but no prompt payment discount shall be forfeited by us on account of a Supplier’s failure to:
9.5.1. Send on the day of dispatch for each consignment notification of dispatch and invoices(s) as are required under the Contract;
9.5.2. Send a monthly statement of account by the 5th day of the subsequent month, clearly quoting all invoice numbers applicable to each entry; or,
9.5.3. Clearly mark CLTD’s order number (and any other Contract relevant details) on the consignment package, advice and any other correspondence relating thereto.
10. TITLE
10.1. Title in the Goods and in the materials, components and equipment to be incorporated in the Goods shall pass to CLTD either;
10.1.1. Upon delivery or incorporation in accordance with the Contract; or
10.1.2. When payment or part-payment in respect thereof is made to the Supplier,
whichever is the earlier.
10.2. Where title to the Goods passes to CLTD upon acceptance at the Supplier’s premises or under clause 10.1.2, the Goods their component parts and equipment, so far incorporated therein shall be identified and clearly marked by the Supplier as being the property of CLTD and recorded as such in all documentation.
11. HEALTH AND SAFETY
11.1. The Supplier warrants that:
(a) at all times the Contract shall be performed in strict accordance with the requirements of the Health and Safety at Work Act etc. 1974 (“HSWA 1974“) and in accordance with any regulations made under the HSWA 1974; and
(b) the Goods shall be designed, tested and constructed so as to be safe and without risks to health and safety; and
(c) all necessary information and instructions for the safe and proper use of the Goods is supplied to CLTD prior to delivery of the Goods.
11.2. The Supplier must specify, as soon as identified, any operational or health risk which may arise during the handling, storage, use or disposal after use of the Goods, including known mis-uses of the Goods.
12. PRODUCT LIABILITY
12.1. The Supplier shall at all times indemnify CLTD to the fullest extent permitted under the applicable laws, against any and all actions, claims, proceedings, demands, damages, charges, judgements, costs, expenses (including legal fees) and/or losses wherever made or incurred in respect of damage to property and/or injury, or death of persons arising directly or indirectly out of any actions or alleged defect in design, material and or workmanship, or the failure to provide adequate, complete and proper warnings and instructions in respect of the Goods. This undertaking shall apply whether the claim, proceedings or judgement is grounded on breach of warranty, negligence or strict liability.
13. FORCE MAJEURE
13.1. Neither CLTD nor the Supplier shall be liable or deemed to be in default on account of delaying any delivery or the performance of any other act under the Contract due to circumstances which could not have been reasonably foreseen or which are beyond the parties reasonable control.
13.2. The delaying party shall notify the other party immediately when they become aware of a potential or actual force majeure situation. The delaying party shall provide the reasons for the delay and the likely duration of the delay and they shall be entitled to a reasonable extension of time for the performance of their contractual obligations.
14. VARIATIONS
14.1. CLTD reserves the right at any time, by written notice to the Supplier, to modify the quality and quantity of the Goods. Any alteration in price or the completion date arising by reason of such change shall be agreed between the parties. A failure to agree shall not constitute a reason for the Supplier failing to undertake and complete the Contract. Failing agreement between the parties, the matter shall be determined in accordance with the provisions of clause 32.
14.2. Where it is indicated that the contracted order is for UK government requirements, it will also be subject to the latest issue of standard conditions and specifications, unless otherwise stated. In case of any conflict between these conditions and any UK government conditions that may be applicable, the latter shall prevail.
15. TERMINATION
15.1. In addition to CLTDs rights of termination under clause 23, CLTD shall be entitled to terminate or suspend the Contract for any reason in whole or in part at any time by giving written notice to the Supplier.
15.2 If CLTD terminates the Contract in accordance with clause 15.1 above, CLTD shall pay the agreed price for any Goods satisfactorily supplied at the time of termination or suspension, provided that CLTD has accepted and acquired title to such Goods.
15.2. Termination of the Contract shall not prejudice or affect any right of action or remedy which has accrued or shall accrue thereupon to CLTD.
16. ASSIGNMENT AND SUB-CONTRACTING
16.1. The Supplier shall not without the prior written consent of CLTD, assign or sub-contract any part of the Contract.
16.2. Sub-contracting all or any part of the Contract shall not relieve the Supplier of any obligation or duty incumbent on them under the Contract.
17. LIMITATION OF LIABILITY
17.1. CLTD’s total liability to the Supplier under this Contract shall be limited to the total charges paid to the Supplier, the total charges being all sums paid by CLTD under the Contract and all sums payable under the Contract in respect of goods actually supplied by the Supplier in accordance with the terms of the Contract.
17.2. Nothing in this Contract limits or excludes a party’s liability for:
(a) deliberate or wilful default;
(b) death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
(c) fraud or fraudulent misrepresentation; or
(d) any liability that cannot legally be limited.
18. INSURANCE
18.1. The Supplier shall maintain policies of insurance with a reputable insurance company, covering all matters which are the subject of indemnities under the Contract including Product Liability insurance to a minimum of the value of the Contract, Public Liability insurance to a minimum sum of £5,000,000 and Employers Liability insurance to a minimum sum of £10,000,000 in each case in respect of any one incident and unlimited to the number of incidents, unless otherwise agreed by CLTD in writing. CLTD reserves the right to require adjustments to such insurance cover if CLTD considers it to be necessary.
18.2. At the request of CLTD, the Supplier shall produce within forty-eight (48) hours from request, the policies required under clause 18.1. together with receipts or other evidence of payment of the latest premium due thereunder.
18.3. The Supplier shall ensure that each subcontractor appointed by the Supplier in connection with this Contract maintains sufficient insurance to cover the liabilities that may arise under or in connection with its subcontract.
18.4. The Supplier shall do nothing to invalidate any insurance policy or prejudice CLTD’s entitlement under it, and notify CLTD if any insurance policy required under the Contract is (or will be) cancelled or its terms are (or will be) subject to any material change.
19. INDEMNITY
19.1. In this clause 19, Losses means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses.
19.2. The Supplier shall indemnify CLTD against all Losses incurred by CLTD as a result of:
(a) any claim that the supply, receipt or use of the Goods infringes the Intellectual Property Rights of any third party; or
(b) any claim by a third party arising out of or in connection with defective Goods supplied by the Supplier.
19.3. The Supplier shall not be liable under the indemnity in clause 19.2. above to the extent that any Losses result from CLTDs breach of this Contract, negligence or misconduct.
19.4. If any third party brings a claim against CLTD, or notifies CLTD of its intention to do so, and that claim may reasonably be considered likely to give rise to a liability under the indemnity in clause 19.2. (Claim), CLTD shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim;
(b) allow the Supplier, at the Supplier’s cost, to conduct all negotiations and proceedings in relation to the Claim and to settle or compromise the Claim, provided that the Supplier must not settle or compromise the Claim without the prior written consent of the CLTD (consent not to be unreasonably conditioned, withheld or delayed);
(c) provide the Supplier with reasonable information, assistance and co-operation in responding to and defending the Claim. This duty includes CLTD giving the Supplier and the Supplier’s professional advisers access at reasonable times (on reasonable prior notice) to:
(i) its premises and those of its officers, directors, employees, agents, representatives or advisers involved in the Claim; and
(ii) any relevant accounts, documents and records within the power or control of CLTD,
So that the Supplier’s professional advisers can examine them and take copies (at the Supplier’s expense) for the purpose of assessing the Claim.
19.5. If a payment is due from the Supplier under this clause 19 is subject to tax (whether by way of direct assessment or withholding at its source), the amount of the payment shall be increased to ensure that the net receipt, after tax, to CLTD is the same as it would have been were the payment not subject to tax.
19.7. CLTD shall use all reasonable endeavours to mitigate any Loss it may suffer or incur as a result of an event that may give rise to a claim under an indemnity.
20. WARRANTIES
20.1. The Supplier warrants that the Goods shall conform to the Contract, are of good material and workmanship, are free from defects, are of satisfactory quality and are fit for purpose as set out in clause 2.2.
20.2. The Supplier warrants that the Goods shall be free from any liens and encumbrances.
20.3. The warranties given under clause 20.1 and 20.2 shall be continuing for a period of two (2) years after date of acceptance of the Goods by CLTD. These warranties and any additional warranties and guarantees given to CLTD by the Supplier shall survive inspection, test, acceptance and payment, and shall benefit CLTD, and any of its successors, assignees and customers.
21. INTELLECTUAL PROPERTY RIGHTS
21.1. Except to the extent that the Goods are made in accordance with designs furnished by CLTD, the Supplier warrants, represents and undertakes that none of the Goods will infringe any patent, trade mark, registered design, copyright or other IPR of any third party and the Supplier shall indemnify CLTD in full against all actions, claims, proceedings, demands, losses, damages, charges, costs and expenses (including legal fees) which CLTD may suffer or incur as a result of or in connection with any breach of this clause.
21.2. All rights (including ownership and copyright) in any specification, instruction, plan, drawing, pattern, model, design or information or any material similar to any of the foregoing furnished to or commissioned by CLTD or made available to the Supplier by CLTD (including by any person acting on CLTD’s behalf) shall remain vested in CLTD and the Supplier shall not (except to the extent necessary for the performance of the Contract) without the prior written consent of CLTD use or disclose any such specification, instruction, plan, drawing, pattern, model, design or information or other materials (whether or not relevant to the Contract) which the Supplier may obtain in the performance of the Contract.
21.3. All inventions, designs, methods, processes, know how, data and software discovered or generated as a result of or in the course of the Contract and all IPR arising therein or relating thereto and/or in anything produced in the course of the performance of the Contract shall with immediate effect from its or their creation vest in and belong to CLTD and the Supplier assigns to CLTD, by way of present assignment of future rights, its entire right, title and interest in and to all copyright and other IPR which exists and/or which may hereafter exist or arise in the same which is capable of being assigned to the fullest extent permitted at law, without charge. The Supplier shall from time to time at the reasonable request of CLTD take such action and execute such documents, forms, deeds and authorisations as reasonably requested by CLTD to give effect to the rights granted to CLTD pursuant to the Contract.
22. CONFIDENTIALITY
22.1. Each party undertakes that it shall not at any time, use for its own benefit or the benefit of a third party or disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, or any samples and information supplied by CLTD, or any of CLTD’s processes, research or property, all of which shall be used for the exclusive purpose of performing the Contract except as permitted by clause 22.2.
22.2. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 22; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
22.3. No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
22.4. The Supplier shall not be permitted to use any details set out in this clause for any purpose whatsoever (including advertisements, display or publication) without CLTD’s prior written consent.
23. INSOLVENCY
23.1. Without prejudice to any other rights or remedies of CLTD, CLTD shall have the right forthwith to terminate the Contract by written notice if:
(a) the Supplier (if a company) shall have,
(i) an administrator or administrative receiver or receiver or manager or trustee or provisional liquidator or similar officer appointed in its entirety or to any part of its undertaking or assets; or
(ii) shall go into liquidation (other than for the purposes of solvent reconstruction or amalgamation); or
(iii) shall enter into a composition or a voluntary arrangement with its creditors or shall be subject to any notice of intention to appoint or any application for the appointment of an administrator.
24. DEFAULT
24.1. Failure by the Supplier to comply with the Contract, shall enable CLTD (at its sole discretion) to release itself from any obligation to accept and pay for Goods and/or to cancel all or part of the Contract, in either case without prejudice to any of its other rights and remedies.
24.2. Where CLTD releases itself and/or cancels all or part of the Contract under clause 24.1, CLTD shall be entitled to replace all or any of the Goods by purchasing other goods of the same or similar description or allocate other goods to the purposes for which the Contract was required. All costs in excess of the agreed price stated in the Contract shall be for the Supplier’s account.
25. SET OFF
25.1. CLTD may at any time without notice to the Supplier, set off any liability of the Supplier to CLTD against any liability of CLTD to the Supplier, whether either liability is present or future, liquidated or unliquidated and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, CLTD may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by CLTD of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
26. WAIVER
26.1. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
26.2. A failure of either party to exercise any right or remedy provided under the Contract shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall pervert or restrict the further exercise of that or any other right or remedy.
27. ANTI-BRIBERY AND CORRUPTION
27.1. CLTD shall be entitled to terminate the Contract without incurring any liability and to recover from the Supplier all costs and losses resulting from such termination, where CLTD has reasonable grounds to believe that the Supplier or any representative acting on behalf of the Supplier;
27.1.1. has offered, given, or agreed to give any person any gift or consideration of any kind in connection with the Contract;
27.1.2. has committed an offence under any applicable laws and regulations relating to bribery or anti-corruption.
27.1.3. has offered, given, or agreed to give any fee or reward, the receipt of which is an offence under the Local Government Act 2010.
28. SEVERANCE
28.1. If any provision of the Contract is or becomes invalid, illegal or unenforceable in whole or part, it shall be deemed deleted, but that shall not affect the validity and enforceability of the other provisions of the Contract or the remainder of the provision in question.
29. COMPLIANCE WITH LAWS AND STATUTES
29.1. The Supplier warrants that at all times in the performance of the Contract they shall comply with all applicable Statutes, laws, regulations and other statutory requirements and obligations in force from time to time.
29.2. All references to Statutes in the Contract shall include any directly applicable provisions of the EC Treaty, any EC directive, regulations or any Act of Parliament, including those made by the Scottish Parliament or Scottish Executive as the case may be, any subordinate legislation, any codes of practice, guidelines, recommendations or safety procedures published or approved from time to time including but not limited to those published by the Health & Safety Executive or approved by the Health & Safety Commission, any regulation, bylaw or decision or permission of any local authority or of any statutory undertaking, public body or company any of which relate to the Contract and any future amendments and re-enactments of the same.
30. NOTICES
30.1. Any notice given under or pursuant to the Contract shall be in writing and may be:
(a) delivered by hand or by pre-paid first class post or by registered post or other next day delivery service; or
(b) transmitted by email:
transmitted to the address of the party shown on the face of the Contract, or to such other address as the party may by have substituted in writing to the party to be served.
30.2 Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first class post or by registered post or other next day delivery service, at 9am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside of usual business hours in the place of receipt, when such business hours resume.
30.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable any arbitration or other method of dispute resolution.
31. AUDIT
31.1. The Supplier shall keep and maintain, until five (5) years after the Contract has been completed, records, to the satisfaction of CLTD, of all expenditures which are reimbursable by CLTD and of the hours worked and costs incurred in connection with the Contract, of any employees of the Supplier on a time charge basis. The Supplier shall on request afford CLTD or its representative access to those records as may be required by CLTD.
32. GOVERNING LAW AND ARBITRATION
32.1. The Contract and any dispute or claim (including non-contractual disputes or claims) rising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
32.2 All disputes, differences or questions at any time arising between the parties as to the construction of the Contract, or as to any matter arising out of the Contract shall be referred to the arbitration of a single arbitrator who shall be agreed between the two parties. Failing such agreement, a single arbitrator shall be appointed at the request of either party by the Law Society of England.
32.3. Any arbitration under or in connection with this Contract shall exclude reference to a ‘Stated Case’ in terms of the Administration of Justice Act 1985.
ADDITIONAL CONDITIONS APPLICABLE FOR THE PURCHASE OF SERVICES ONLY
Where the Contract comprises or includes for the purchase of services the following additional conditions shall also apply:
33. DEFINITIONS
33.1. “Premises” means the location where the Service is to be performed, as specified in the Contract.
33.2. “Service” means the service or minor works to be provided as specified in the Contract and shall where the content so specifies, include any goods, articles and materials to be supplied thereunder.
33.3. “Specification” means the description (if any) of the Service contained in or referred to in the Contract.
34. RESPONSIBILITY FOR INFORMATION
34.1. The Supplier shall be responsible for any errors or omissions in any drawings, calculations, or other particulars supplied by them whether such information has been approved by CLTD or not, provided that such errors or omissions are not due to inaccurate information certified and provided in writing by CLTD.
35. QUALITY OF SERVICE
35.1. The Service shall comply in all respects with the Contract or any authorised modification thereto that have been agreed in writing by CLTD.
35.2. The Service shall be completed in a proper manner and to the standards of best technical and commercial practices, using competent and appropriately trained employees taking due and diligent care and attention at all times.
35.3. All materials and workmanship shall be to the entire satisfaction of CLTD and shall conform in all respects with the Contract, be of satisfactory quality, fitness for purpose and any other particulars specified in the Contract.
36. MANNER OF CARRYING OUT THE SERVICE
36.1. The Supplier shall comply with CLTD’s “Site Regulations” applicable at the time of providing the Service and all safety and security requirements applicable to the Premises and shall ensure that its employees, sub-contractors and any of its representatives (“Personnel“) comply at all times.
36.2. The Supplier shall not unreasonably interfere with or interrupt the normal day to day activities of CLTD in the performance of Services under the Contract.
36.3. The Supplier shall not interfere with the operation of any plant or equipment not relevant to provision of Services without the prior approval in writing of CLTD.
37. ACCESS TO THE PREMISES
37.1. CLTD has the right to request the removal any Personnel of the Supplier from the Premises at its sole discretion. In such instances, the Supplier shall immediately remove any of its Personnel from the Premises.
37.2. CLTD’s decision in allowing any of the Supplier’s Personnel on to the Premises and whether the Supplier has provided its Personnel with the necessary information or taken the steps required under clause 38, shall be final and conclusive.
37.3. The Supplier shall have access (but not exclusive access) only to such parts of the Premises as reasonably necessary for the purpose of carrying out the Services under the Contract and to such other parts as CLTD may from time to time authorise. The Supplier shall be responsible for ensuring that its Personnel do not enter any other part(s) of the Premises and that they only make use of such facilities as CLTD has authorised.
38. SUPPLIER’S PERSONNEL
38.1. When requested by CLTD, the Supplier shall provide a list of the names of all Personnel and other persons who are or may be at any time concerned with the Contract or any part thereof. The list shall specify the capacities in which the Personnel and other persons are concerned and shall give any other particulars as CLTD requests.
38.2. The Supplier’s Personnel shall in no sense be regarded as employees of CLTD, and the Supplier shall be liable for all necessary arrangements and the payment of income tax, National Insurance contributions and other expenses associated with their employment that may be due as a result of the Contract.
39. NOTIFICATION PROCEDURE
39.1. The Supplier shall give immediate notice to CLTD in the event of any accident or damage. The Supplier shall give all the information and assistance requested by CLTD or its insurers in respect thereof and shall not negotiate, pay, settle, admit or repudiate any claim without CLTDs express written consent. The Supplier shall permit CLTDs insurers to take proceedings in the name of the Supplier to recover compensation or secure an indemnity from any third party in respect of any of the matters covered by the insurance.
40. COMPLETION TESTS
40.1. Where applicable, completion tests, shall be conducted in accordance with the Contract and shall be made upon completion of the Service and at a time agreed with CLTD.
40.2. When the Service is complete and all tests carried out by the Supplier have been passed to the satisfaction of CLTD, CLTD shall accept the Service.
40.3. In the event of the Service or any part of it failing to meet the tests specified in the Contract, CLTD may at its discretion;
40.3.1. require rectification at the Supplier’s expense,
40.3.2. accept the Service, conditional upon the Supplier accepting a reduction in the Contract price, acceptable to CLTD, or
40.3.3. reject the Service and recover from the Supplier all costs incurred directly and indirectly as a result of the Supplier’s failure to complete the Service to the standard satisfactory to CLTD.