SOAS University of London


General Conditions of Purchase

These General Conditions of Purchase (pdf; 130kb) constitute a part of all contracts of purchase entered into by the School.

A printer friendly pdf version is also available.

1. Definitions

1.2 In all cases the term SELLER shall mean the person, firm or company to whom the Purchase Order is issued.

1.3 The word GOODS shall mean all goods & services covered by the purchase order including raw materials processed materials or fabricated products.

1.4 The word PACKAGES includes but without limitation, bags, cases, carbuoys, boxes, cylinders, drums, pallets and containers

1.5 The term PURCHASE ORDER means any purchase order issued by the Buyer on its official purchase order form and signed by the Director of the School or his duly authorised representative and no Contract shall subsist between Buyer and Seller unless such a Purchase Order has been so issued and signed.

1.6 THE CONTRACT shall mean the contract between the Buyer and Seller consisting of the Purchase Order, these conditions and any other documents (or parts thereof) specified in writing in the Purchase Order.

Any general conditions of contract contained on any of the Seller's stationery or otherwise communicated to the Buyer, either before or subsequent to the placing of the Purchase Order shall have no effect; the Contract shall be solely governed by the Buyer's conditions of purchase.

2. Quality

Goods shall be of first class quality and shall be supplied strictly in accordance with the quantities, specifications and stipulations contained in the Contract and all work and services performed by the Seller shall be in accordance with best practice as exemplified in British Standard 5750.

3. Delivery Date

The date of delivery of Goods shall be that specified in the Purchase Order unless otherwise agreed by the Buyer and Seller.

Seller shall furnish such programmes of manufacture and delivery as Buyer may reasonably require and Seller shall give notice to Buyer if such programmes are likely to be delayed and shall give an estimate of the likely length of delay.

4. Delivery

All Goods must be delivered at the point specified in the Purchase Order. If Goods are incorrectly delivered, Seller will be held responsible for all additional expenses incurred in delivering them to their correct destination. Delivery shall be effected when Goods have been unloaded and accepted by a duly authorised officer, employee or representative of the Buyer. All prices quoted in the Contract with regard to Goods to be delivered shall be inclusive of delivery charges.

5. Passing of Property & risk to Buyer

The title property and risk in the goods shall pass to the Buyer when the Goods are delivered at the place specified in the Purchase Order. Seller shall be responsible for transport and unloading costs and insuring of Goods to their full value against all risks of damage or loss prior to completion of delivery by whoever effected.

6. Loss or Damage in Transit

Buyer shall notify Seller in writing other than by signature on any delivery note of any loss or damage. Seller shall make good with all possible speed, free of charge to Buyer any loss of or damage to or defect in the Goods where notice is given by the Buyer unless agreed in writing by Seller and Buyer that a credit will be issued for the full value of the lost or damaged Goods.

7. Value Added Tax

If Seller is registered for Value Added Tax it is required to issue a proper tax invoice in accordance with the relevant legislation before Buyer shall be required to make payment for Goods and/or services supplied under the Contract.

8. Right of Rejection

Where Goods do not conform with the Contract whether by means of quality or quantity or being unfit for the purpose for which they are required, Buyer reserves the right to reject such Goods without prejudice to any other right the Buyer may have against Seller.

The making of payment shall not prejudice the Buyers right of rejection. Buyer may reject the Goods where the defect is apparent on visual inspection three months after delivery to Buyer and in any other case three months after Buyer has discovered the defect in question. Seller shall, with all possible speed rectify and/or repair defective or damaged goods or faulty workmanship (fair wear & tear excepted) and, where necessary replace rejected Goods with replacement Goods which conform to the contract.

Seller shall be responsible for all costs incurred by reason or rectification, repair or replacement of rejected goods including but not limited to delivery and installation.

9. Variations

Seller shall not alter any of the Goods except as directed by the Buyer, but Buyer shall have the right, from time to time, during the execution of the Contract, by notice in writing to Seller, to add to or omit or otherwise vary the Goods and Seller shall carry out such variations and be bound by the same conditions so far as Applicable As though the said variations were stated in the Contract.

here Seller is directed by Buyer to make changes which Seller reasonably believes to justify an increase in the Contract Price Seller shall within 14 days advise Buyer in writing to that effect and state the amount of the increase which shall be such as to allow the Seller the same percentage profit as did the Contract Price in respect of the original Goods.

10. Indemnity

Seller Indemnifies Buyer against:-

10.1 Claims for infringement of letters patent, registered trade marks, copyright or design right by reason of the use or sale of Goods and against all costs, losses, expenses, claims and damages incurred in any action for such infringement or for which Buyer may become liable in any action.

10.2 All claims made against the Buyer arising out of the acts and omissions of the Seller or its Subcontractors (if any).

10.3 All losses, costs, damages, expenses and claims caused to and made against the Buyer which would not have been caused or made had the Seller fulfilled its expressed or implied obligations under the Contract.

11. Force Majeure

Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances which were not in the contemplation of the parties at the time of the Contract and which are beyond the reasonable control of the party in breach.

12. Assignment & Sub-letting

The Seller shall not sub-let any part of the work the subject of the Contract without the Buyer's written consent which shall not be unreasonably withheld, but the restrictions of this clause shall not apply to sub-contracts for the supply of raw materials or for minor details; Seller shall be responsible for all work done and goods supplied by all sub-contractors.

13. Progress & lnspection

Buyers representative shall have the right to inspect Goods at Seller's works and the works of sub-contractors at all reasonable times in order to check progress and either to require all defects or deficiencies to be made good and alterations made where Seller or sub-contractor as the case may be has failed in the reasonable opinion of the Buyer to comply with the terms of the Contract or to reject Goods that do not comply with terms.

Exercise by the Buyer of such rights of inspection shall not in itself constitute acceptance or approval of the Goods.

14. Buyer's Right In Specification Plans and Process information

Title to and copyright and all other intellectual property rights in all specifications, plans, drawings, process information, patterns or designs supplied by Buyer to Seller in connection with the Contract shall remain the property of the Buyer and any information communicated to the Seller in connection with the Contract shall be kept secret and not communicated, published, copied, loaned, or disclosed to any third party or made use of by Seller except for the purpose of implementing the Contract.

15. Freedom of Information

The Seller acknowledges that the Buyer is subject to the requirements of the Freedom of Information Act 2000 (“the Act”) and the Environmental Information Regulations 2004 (“the Regulations”). The Seller further acknowledges that the Buyer may be obliged under the Act or Regulations to disclose information(including information provided by the Seller to the Buyer) without consulting the Seller, or having consulted the Seller and having taken the Seller’s views into account. The Buyer shall be responsible for determining at its absolute discretion whether information held by the Buyer relating to the Contract shall be disclosed in response to a request for information under the Act or Regulations.

16. Safety

16.1 Hazardous Goods must be marked by Seller with the appropriate International Danger Symbols and the name of the material in English. Transport and other documentation must disclose the hazard and the name of the material in English. Goods must be accompanied by such information in English in the form of written instructions, hazard data sheets, labels or markings as may be required by English law and such E.C. law as has effect in the U.K. relating to the packaging, labeling and carriage of hazardous goods.

16.2 All information held by or available to Seller regarding any potential hazards known or believed to exist in the transport, handling or use of the Goods shall be promptly communicated to the Buyer by the Seller.

16.3 Seller warrants that in the design, manufacture and installation of Goods (including all work on site) and information relating thereto it will comply with all duties imposed on it by the Health and Safely at Work etc Act 1974 or any amendment thereto or re-enactment thereof and by all statutory provisions byelaws, rules and regulations so far as they are applicable to the site of the Goods.

17. Packages

17.1 Buyers shall not in the absence of any express provision in the Contract be obliged to return packaging, pallets or the like. Where there is an express provision for such return then Buyer shall return packages, pallets etc. in the same condition as they arrived at the delivery point and then shall be entitled to an allowance at the Seller's standard rate operating at the time of delivery to the Buyer.

17.2 Where Goods are delivered by road vehicles available empty packages may be returned by the same vehicle.

18. Warranty

18.1 Seller warrants his expertise and confirms the accuracy of all statements and representations made in respect of the Goods, work or services the subject of the Contract.

18.2 Nothing contained in these conditions shall in any way detract from the Seller's obligations under Common Law or statute or any express warranty or condition contained in the Purchase Order:

19. Insolvency and Bankruptcy

If Seller becomes bankrupt or is deemed to be unable to pay its debts under Section 123 of the Insolvency Act 1986 or makes an agreement with its creditors or if a Receiver or Manager is appointed for all or any part of its assets or proceedings are commenced for administration or liquidation or Seller (other than Voluntary Winding up for the purpose of reconstruction or amalgamation) then Buyer may without prejudice to any other rights terminate the Contract forthwith by notice to the Seller.

20. Conditions of Tender

No conditions submitted or referred to by Seller when tendering shall form part of the Contract unless specified in the Purchase Order in writing in accordance with clause 1.6.

21. Price

Unless agreed in writing by Buyer all prices shall be fixed for the duration of the Contract.

22. Conditions of Contract

The Contract shall be governed by the Law of England.