Purchase terms
1. Definitions
‘Conditions’ the terms and conditions of purchase set out in this document.
‘Contract' the contract between you and us for the sale and purchase of the Goods and/or Services which shall comprise of the Purchase Order, a Form of Agreement (if any), the Specification (if any) and these Conditions.
‘Deliverables’ the documents, products and materials developed by you as part of or in relation to the Services, including without limitation plans, designs, software, data, specifications and reports.
‘Delivery Location’ the location set out in the Purchase Order or as we otherwise instructed you prior to delivery.
‘Form of Agreement’ a separate agreement containing additional terms, as may be required for the supply of certain Goods and Services.
‘Goods' any goods to be purchased by us from you as described in a Purchase Order including any installment, software, hardware, component, part or parts of, or raw materials used in such goods.
‘Price’ means the price for the Goods and/or Services.
‘Purchase Order' our order for the supply of goods and/or services as set out in our purchase order form, or where we do not supply a purchase order, in our written acceptance of your quotation.
‘Services’ the services, including any Deliverables to be supplied to us by you as set out in the Contract.
‘Specification’ any specification for Goods and/or Services as agreed in writing between the parties.
‘Supplier’, 'you' and 'your' the person, firm or company supplying the Goods and/or Services.
'we', 'us' and 'our' means Cambridge University Press & Assessment and any of our subsidiary or holding companies as identified on the Purchase Order including OCR and RSA Examinations. We are a not-for-profit organization.
2. The Contract
2.1 The Purchase Order constitutes an offer by us to purchase the Goods and/or Services from you in accordance with these Conditions.
2.2 The Purchase Order shall be deemed accepted on the earlier of (i) your acknowledgement of acceptance of the Purchase Order; or (ii) any act by you which is consistent with fulfilling the Purchase Order.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate (whether endorsed, delivered or contained within your quotation, acceptance of order or otherwise) or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or other is specified.
2.5 Where the parties have entered into a Form of Agreement, the terms therein shall apply to the supply of Goods and Services in addition to these Conditions.
2.6 In the event of a conflict between any other document forming the Contract, the order or precedence shall be: (i) Form of Agreement, (ii) our Purchase Order; (iii) these Conditions; and (iv) any Specification.
3. Delivery of Goods
3.1 You shall deliver the Goods: (a) on the date set out in the Purchase Order during normal business hours or as we otherwise instruct you; and (b) to the Delivery Location. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location accompanied by a delivery note.
3.2 You shall ensure that: (a) the Goods are properly packed and secured to arrive in good condition at their specified destination; (b) each delivery of the Goods shall be accompanied by a delivery note which shows the date of the Purchase Order, our Purchase Order number, the type and quantity of the Goods, special storage instructions (if any), if the Goods are being delivered by instalments and the outstanding balance of Goods to be delivered.
3.3 You will repair or replace free of charge, Goods damaged or lost in transit upon receiving notice to that effect from us.
3.4 You are responsible for obtaining any licenses or permits necessary for delivery of the Goods and shall be responsible for any custom duties and other amounts payable in connection with the importation and delivery of the Goods except as otherwise agreed in writing.
3.5 You shall not deliver the Goods in instalments without our prior written consent. Where it is agreed that the Goods are delivered by instalments, they shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall entitle us to cancel any other instalment.
3.6 We will have the right to inspect any portion of the Goods prior to delivery, during normal business hours, but such inspection will not release you from any of its obligations the Contract.
3.7 All packaging material shall be non-returnable unless we agree otherwise. If any packaging is returnable, you must: (a) give full return instructions before the time of delivery; (b) mark the packaging material clearly marked to show who it belongs to; and (c) unless otherwise agreed, you must pay the costs for the return of the packaging material. We shall not be liable for any packaging material lost or damaged in transit.
3.8 We are not obliged to pay for any Goods delivered in excess of the quantities specified in the Contract. Any excess Goods are, and will remain, at your risk and will be returnable at your expense.
3.9 Risk of damage to or loss of the Goods will pass to us on delivery. Title to the Goods will pass to us on delivery, or if earlier, when payment for the Goods is made. If we properly reject any Goods the risk in those Goods will revert to you.
4. Quality of Goods
4.1 You warrant and represent that the Goods shall: (a) correspond with their description, samples or drawings provided to us and with any Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by you or made known by us to you, expressly or by implication; (c) where applicable be free from defects in design, materials and workmanship and remain so for 12 months after delivery; (d) include a license for us to use any software provided for its internal business purposes; and (e) that you will supply and/or provide us with high quality user manuals and training for any Goods to enable us to make full and proper use of the Goods.
5. Supply of Services
5.1 You shall provide the Services and any Deliverables and shall meet any performance dates for the Services in accordance with the Contract.
5.2 In providing the Services you shall: (a) perform such services with all reasonable skill and care; (b) use personnel who are suitably skilled and experienced to perform the task assigned to them; and (c) provide all equipment and tools and such other items required for the provision of the Services.
5.3 The Deliverables shall be fit for any purpose held out by you or made known by us to you, expressly or by implication and free from defects in design, materials and workmanship and remain so for 12 months after delivery.
5.4 We shall provide you with such information and materials and access to our premises as reasonably required to enable you to perform the Services.
5.5 Where you perform any Services at our premises, you shall observe all health and safety rules and regulations and any other security requirements that apply at any of our premises.
5.6 You shall hold all materials supplied by us to you in safe custody (at the location agreed with us, if any), clearly identified as our property, in good condition, will not use the materials for any purpose other than completion of the Purchase Order, and will return the materials to us at our request.
6. Price and Payment
6.1 The Price is (subject to Condition 6.2) a fixed and comprehensive price as set out in the Purchase Order and, unless otherwise so stated, will be exclusive of any applicable VAT or other sales tax and inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any cost and expense incurred by you in performance of the Services. No increase in the Price may be made for any reason without our prior written consent.
6.2 Where Services are charged on a time and materials basis, you shall maintain complete and accurate records in relation to time spent and material used.
6.3 We shall, on receipt of a valid VAT invoice from you, pay you such additional amounts in respect of VAT as are chargeable on the supply of Goods and Services.
6.4 In respect of Goods, you may invoice us on or at any time after delivery. In respect of the Services, you may invoice us on completion of the Services. Your invoice must quote our Purchase Order number and must be sent to the address notified to you. We shall not be held responsible for any delays in payment caused by your failure to supply accurate invoices or comply with our invoicing instructions.
6.5 We shall pay valid invoices within 30 days of receipt of a valid invoice.
6.6 If either party fails to make payment due to the other by the due date of payment, then the other party shall have the right to charge interest on the overdue amount at the rate of four (4)% per annum above the base rate for the time being of Barclays Bank PLC accruing on a daily basis from the due date up to the date of actual payment. This Condition shall not apply to payments we dispute in good faith.
6.7 Without prejudice to any other right or remedy, we reserve the right to set off any amount owing to you against any amount payable by you.
7. Defaults and Remedies
7.1 If you fail to deliver the Goods and/or perform the Services by the applicable date, we may, without limiting our other rights or remedies, use one or more of the following rights: (a) terminate the Contract with immediate effect by giving written notice to you; (b) refuse to accept any subsequent performance of the Services and/or delivery of the Goods you attempt to make; (c) recover from you any costs incurred by us in obtaining substitute goods and/or services from a third party; (d) where we have paid in advance for Services that have not been provided by you and/or Goods which have not been delivered by you, have such sums refunded by you; and/or (e) claim damages for any additional costs, loss or expenses incurred by us which are in any way attributable to your failure to meet such dates.
7.2 Where any Good or Deliverable does not fully comply with the terms of this Contract we may, without limiting our other rights or remedies, reject the defective Goods or Deliverables within a reasonable period. You will have 14 days or such shorter period as we may determine (in our absolute discretion) given the nature of the supply to correct the defect and ensure it is in accordance with the Contract. Where the default is not rectified within any agreed timeframe we may reject the defective Goods and/or Deliverables and shall be entitled to the remedies set out in Condition 7.1 above. You must collect all rejected goods within a reasonable time of rejection or we shall return them to you at your risk and expense. Alternatively we may agree a reasonable deduction from the Price and accept the defective Good or Deliverable.
8. Indemnity
8.1 You shall indemnify us in full against all costs, expenses, damages and losses awarded against or incurred or paid by us in connection with any claim made against us by a third party: (a) for actual or alleged infringement of its intellectual property rights arising out of the manufacture, supply or use of the Goods, or receipt of, use or supply of the Services (and Deliverables); (b) in connection with the supply of Goods and/or Services to the extent that the claim arises out of your breach or negligent performance of the Contract; and/or (c) in connection with defects in the Goods to the extent such defects are attributable to your acts or omissions.
9. Intellectual Property
9.1 All materials supplied to you remain our property.
9.2 Unless otherwise stated in the Contract, you assign to us, with full title guarantee all intellectual property rights in the Deliverables and shall obtain a waiver of all moral rights in the Deliverables.
9.3 You shall execute all documents and perform such acts as may be reasonably necessary to enable us to obtain and/or maintain all intellectual property rights in accordance with Condition 9.2.
10. Termination
10.1 Either party may terminate the Contract immediately on written notice to the other in the event that: (i) the other commits a material breach and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice to remedy that breach; (ii) has committed a persistent breach of its obligations under the Contract (regardless of whether such breaches are capable of remedy); or (iii) the other party goes into liquidation (whether compulsory or voluntary) or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of that party’s assets or if that other party enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
10.2 Without prejudice to any other right or remedy we may have, in the event that we terminate under Condition 10.1, we shall be released from any obligation to pay the Price and shall be entitled to the reimbursement of any part of the Price paid to you.
10.3 We may terminate this Contract in accordance with: (i) Condition 7; (ii) in respect of the Services by giving you 14 days written notice; or (iii) in respect of the Goods with immediate effect, in which case we will pay you fair and reasonable compensation for any work in progress on any Services at the date of termination provided that such compensation shall not include loss of anticipated profits or consequential loss.
10.4 Conditions 2, 5.6, 6.7, 8, 9, 10.2, 10.3, 15 and 16.3 to 16.6 (inclusive) shall survive expiry or termination of this Contract.
11. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Contract if the party is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion or flood “Force Majeure Event”). If such event prevents you from supplying the Goods and/or Services within a reasonable time after the agreed date of delivery or performance then we may terminate the Contract.
12. Bribery and Corruption
12.1 You understand that we act in accordance with the UK Bribery Act 2010, Modern Slavery Act 2015, Criminal Finances Act 2017 and other applicable bribery, corruption, anti-slavery, human trafficking and tax evasion laws in the jurisdictions in which we operate (‘the Acts’).
12.2 You warrant that you shall: (a) comply with all applicable laws relating to bribery, corruption, anti-slavery, human trafficking and tax evasion; (b) ensure neither you, nor your employees, officers, or shareholders, or any of your subcontractors or their employees officers or shareholders, in the course of your performance of your obligations under this Contract, make, offer or request any undue financial or other advantage in any activity, practice or conduct which would constitute an offence under these Acts; and (c) promptly report to us any request, demand or offer made for undue financial or other advantage by or to you or your employees or agents in connection with the performance of this Contract.
13. Notice
13.1 Notices shall be deemed to be received (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second working day after posting or at the time recorded by the delivery service; (iii) if sent by fax, at 9:00 am on the next working day after transmission; and (iv) if sent by email, the date and time it was received. Notices to us must be served to the contact set out in the Purchase Order.
14. Data Protection
14.1 Each party shall, at its own expense, ensure that it complies, and assists the other party to comply, with the requirements of all applicable legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including (i) the UK Data Protection Act 2018; and (ii) the General Data Protection Regulation ((EU) 2016/679).
15. Confidentiality
15.1 Confidential Information means the terms of this Contract and any other information which is of a confidential nature disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) relating to the Disclosing Party’s business, products and services (including technical or commercial know how or trade secrets) and its customers. The Receiving Party shall only disclose such Confidential Information to those of its employees and agents who need to know it for the purposes of discharging its obligations under the Contract and shall ensure that such disclosees comply with the obligations of this provision as though they were a party to the Contact. The Receiving Party may also disclose Confidential Information of a Disclosing Party as required to be disclosed by law.
16. Other
16.1 No variation to the Contract shall be effective unless it is in writing and signed by the parties.
16.2 The Contract is personal to you and you may not transfer, assign, charge, dispose of or deal in any manner or purport to do the same with any of your rights or beneficial interests under the Contract. You may sub-contract any of your obligations under the Contract, provided that you give us prior written notice of such dealing.
16.3 You will comply with all applicable laws and regulations, including environmental, health and safety and employment regulations which may apply from time to time, and will obtain and at all times maintain all licences and consents which may be required for the provision of the Good and/or Services;
16.4 If any provision or part-provision of the Contract is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract and the validity and enforceability of the other provisions shall not be affected.
16.5 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.
16.6 A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.7 Nothing in this Contract shall create or be deemed to create a partnership or joint venture between the parties.
16.8 This Contract is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
Last updated: 1 August 2021
