1 - Introduction
- These Terms apply to all Orders to the exclusion of any other terms unless there’s a specific contract between You and Raven Housing Trust Group governing this Order. Your terms and conditions of contracting are expressly excluded. Where there is a specific contract it shall apply in conjunction with these Terms to the extent that they are not inconsistent with the contract and this Order will be treated as a task or order under that contract.
- In these Terms a reference to:
- “Goods” is to any items to be supplied to Raven Housing Trust Group under this Order;
- “Order” is to the Purchase Order or Task Form to which these Terms relate;
- “Services” is to any services to be supplied to Raven Housing Trust Group under this Order; and
- “You” or “Your” is to the supplier of the Goods and/or Services.
2 - Quality and Performance
- All Goods supplied must:
- conform to the specification in the Order;
- be of sound design, materials and workmanship;
- be free from defects and remain so for the period stated in the Order and if no period is stated for 12 months from their date of delivery;
- be fit for their purpose;
- be new (unless the Order states otherwise); and
- comply with all statutory and regulatory requirements relating to their manufacture, labelling, packaging, storage, handling and delivery.
- You will indemnify Raven Housing Trust Group in full against any costs, expenses, damages and losses (direct or indirect) that may be caused due to the discovery and correction of latent defects in the Goods.
- All Services must be performed:
- by appropriately qualified and experienced staff;
- using reasonable care, skill and diligence;
- in a timely, efficient and professional manner; and
- to the reasonable satisfaction of Raven Housing Trust Group.
3 - Health and Safety, Data Protection, Equality and Diversity and Environmental Policy
In providing the Goods and/or Services You and Your personnel will comply with:
- all applicable laws (including health and safety, data protection legislation and equality and diversity laws); and
- any Raven Housing Trust Group’s contractor code of conduct;
- Raven Housing Trust Group’s Data Protection Policy & Procedure
- Raven Housing Trust Group’s Equality and Diversity Policy;
- Raven Housing Trust Group’s Environmental Policy; and
- any similar or updated policy supplied to you by Raven Housing Trust Group.
4 - Delivery
- You must deliver the Goods and/or Services within 14 days of the Order unless the Order states otherwise. You must obtain a receipt for all Goods delivered from an authorised employee of Raven Housing Trust Group.
- If delivery of the Goods, or performance of the Services, is delayed due to any cause beyond Your reasonable control and You tell Raven Housing Trust Group of this immediately, Raven Housing Trust Group may either reschedule the time for delivery/performance or cancel the Order without any liability to You.
- If delivery is delayed in any other circumstances You must reimburse Raven Housing Trust Group for any additional costs Raven Housing Trust Group incurs.
- You must attach a copy of Raven Housing Trust Group’s original Order to all Orders, advice notes, invoices and packing notes. These must also contain:
- Your name and address;
- Raven Housing Trust Group’s Order number;
- the date of despatch;
- a description of the Goods and/or Services;
- the address for delivery; and
- the due delivery date.
- Raven Housing Trust Group may reject all or any Goods that do not comply with the Order at any time within 1 (one) month from the date of delivery.
- Risk and title in Goods will pass to Raven Housing Trust Group on delivery of the Goods to the delivery address in the Order.
- Whilst on Raven Housing Trust Group’s premises or any premises Raven Housing Trust Group manages (including tenanted properties), You and all persons for whom You are responsible must comply with Raven Housing Trust Group’s rules relating to those premises. Raven Housing Trust Group may refuse admission to Your personnel or require such personnel to leave those premises at any time without giving any reason.
5 - Intellectual Property
- You grant Raven Housing Trust Group an irrevocable, non-exclusive, royalty free licence to use all applicable intellectual property rights in connection with the use of the Goods or receipt of the Services. You assign to Raven Housing Trust Group all intellectual property rights in any Goods and/or Services that are produced for Raven Housing Trust Group as bespoke.
- You will indemnify Raven Housing Trust Group in full against all costs, expenses, damages and losses (whether direct or indirect) incurred in connection with any actual or alleged infringement of a third party’s intellectual property rights in any Goods and/or Services provided in connection with any Order.
6 - Payment
- You must state the relevant purchase order number(s) on each invoice. Any invoice issued by you shall not be payable under these Terms unless and until the relevant purchase order number(s) is stated on it.
- Raven Housing Trust Group will consider and verify Your invoices promptly.
- Where there is undue delay in Raven Housing Trust Group considering and verifying an invoice, that invoice shall be regarded as valid and undisputed after a reasonable time has passed.
- Raven Housing Trust Group will pay You the price due for the Goods and/or Services within 30 (thirty) days from the date on which Your invoice is regarded as valid and undisputed.
- If You enter into any subcontract in relation to the Order, You must insert into that subcontract terms:
- requiring You to consider and verify invoices from the subcontractor promptly;
- stating that where there is undue delay in Your considering and verifying a subcontractor’s invoice, that invoice will be regarded as valid and undisputed after a reasonable time has passed;
- requiring You to pay the amount due to the subcontractor within 30 (thirty) days from the date on which the invoice is regarded as valid and undisputed; and
- requiring Your subcontractors (of any tier) to include similar payment terms in all of their subcontracts related to the Order so that they are included in all subcontracts related to the Order regardless of the subcontractor’s position in the supply chain.
- The prices in the Order will apply (without variation) for the stated quantity of the Goods and/or Services through the period of provision of the Services in the Order. These prices include all delivery costs
- Raven Housing Trust Group may set off any sums owed by You against any sums payable to You in relation to the Order.
- On the late payment of any valid and undisputed invoice related to the Order Raven Housing Trust Group will pay interest at a rate of 3% (three per cent) above the base rate of the Bank of England in lieu of interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7 - Liability and Insurance
You will maintain the minimum insurance set out below during the guarantee period for Goods and/or throughout the period during which the Services are provided:
- Product Liability Insurance (for Goods) – £5 million
- Professional Indemnity Insurance (for Services) –£2 million
- Public Liability Insurance (for Services) – £5 million
- Employer’s Liability Insurance (for Services) – £10 million
8 - General
- No variation, and no terms and conditions additional to these Terms, will be valid unless accepted in writing and signed by Raven Housing Trust Group.
- Nothing in these Terms or the Order confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
- You must not subcontract the provision of any Goods and/or Services without Raven Housing Trust Group’s prior written consent.
- You will be responsible for all the actions of your permitted subcontractors, suppliers, agents and advisors in connection with the Goods and/or Services.
9 - Termination
- Where the Order is for Services Raven Housing Trust Group may terminate the Order by giving you at least 14 (fourteen) days’ written notice.
- Raven Housing Trust Group may terminate an Order with immediate effect by giving You written notice if:
- You commit a material breach of these Terms which is not remedied to the satisfaction of Raven Housing Trust Group within 7 (seven) days of written notice from Raven Housing Trust Group notifying You of the breach and stating that if it is not remedied this Order will be terminated;
- You or anyone for whom You are responsible has acted fraudulently or made a fraudulent misrepresentation in connection with the Goods and/or Services;
- You or anyone for whom you are responsible has offered or agreed to give any person working for or engaged by Raven Housing Trust Group any gift or consideration, in relation to this Order, or any other contract between You and Raven Housing Trust Group; and
- You have been the subject of any insolvency related procedure including having:
- had an administrator, receiver, receiver and manager or administrative receiver appointed, or having notified or been notified of an intention, or taken any steps to appoint, any of them;
- suspended the payment of debts or commenced negotiations with your creditors to reschedule your debts;
- had a winding up petition presented against You; or
- suffered any equivalent insolvency related procedure.
10 - Notices
All notices or other communications in connection with this Order or these Terms must be in writing and shall be validly served if:
- delivered to the other party personally; or
- sent by prepaid first-class post or recorded delivery to:
- its registered office (if a company); or
- (in any other case) its principal place of business.
11 - Governing Law
This contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.