University College Dublin’s Standard Terms and Conditions of Purchase
Procurement and Contracts Office
Standard terms and conditions of Purchase
1. GENERAL
(a) This official numbered Purchase Order shall in conjunction with any pre-existing Service Level Agreement or Contract between UCD and the Supplier form the contract for the supply of goods and services set out on the face of this Purchase Order.
(b) Any amendments to the terms of this Purchase Order must be in writing.
(c) Any Seller’s terms and conditions shall not modify the terms of this Purchase Order unless such modifications have been brought to the attention of and accepted in writing by UCD’s Procurement and Contracts Office or the department of UCD issuing the Purchase Order.
(d) In the event of any inconsistency between the pre-existing Contract or Service Level Agreement, the face of the Purchase Order, and/or these terms and conditions, the provisions of the Purchase Order in the first instance and then the Service Level Agreement shall prevail.
(e) Alternatively these terms and conditions may be used in association with an overall Service Level Agreement put in place by the Procurement and Contracts Office or other University department but shall only represent a contract once a purchase order is placed by a University department.
2. VARIATION OF PURCHASE ORDER
There shall be no variation of goods or services other than in writing by UCD. However, UCD may direct the Supplier to add or omit or otherwise vary the goods or services and the Supplier shall carry out such variations as if the said variations were incorporated in this Contract.
3. DELIVERY
(a) Delivery shall be at the Supplier’s cost and risk and in accordance with this Purchase Order.
(b) Subject only to reasonable opportunity for UCD to examine the goods, the title and property in the same shall pass to UCD upon delivery and there shall be no retention of title by the Supplier. Even though title and property may have passed to UCD, where applicable (eg for equipment or software purchases) the Supplier will still be obliged to fulfil it’s obligations in relation to installation, commissioning, and provision of relevant training.
(c) If the goods delivered or the services provided fail to comply in any way with the provisions of the Purchase Order or these terms, whether by reason of quality, quantity or any other matter, UCD may without prejudice to any other rights, and at the Supplier’s risk and expense, return the goods or any of them, in which case a full refund of all payments be made by the Supplier. Alternatively, UCD may require immediate delivery of goods or performance of services which are in accordance with the Contract or require the immediate repair or remedy of any defects in the goods or deficiency in the services or repair or remedy the said deficiencies at the Seller’s expense or may purchase equivalent goods or services elsewhere at no additional cost to UCD or may refuse to accept any further deliveries of goods or performance of any further services with no liability and additionally UCD shall have the right to claim compensation for all its resulting costs and expenses whether or not any prior payment has been made in respect of the same.
(d) The Supplier shall be required to remove all packaging from UCD campus at its cost. Should UCD personnel choose to accept some packaging then it shall be treated as non-returnable and UCD shall make no payment for it.
(e) The Supplier shall comply with all Health and Safety legislation and safety precautions, which are necessary for the handling of the goods. Labels shall be in English and in accordance with all the appropriate regulations. The Supplier shall observe the requirements of Irish and applicable International agreements relating to packaging, labels and carriage of hazardous goods and ensure that all necessary information, hazard data sheets or other legal requirements are attended to in relation to such goods.
(f) All consignments must be delivered on the correct date to the proper location as stated on the Purchase Order and any other form of delivery may be rejected. Delivery shall in many cases be required to a precise location and delivery to a reception area or ground floor may be considered unacceptable. Suppliers shall seek guidance from UCD with relation to suitable delivery points.
(g) Time shall be of the essence in relation to delivery of goods and performance of services.
(h) University personnel may sign delivery dockets to indicate receipt of packages from the Supplier. However this shall not indicate receipt of the entire consignment or acceptance of the goods. In each case the goods shall be deemed to be unchecked with regard to quantity or quality and notice may be made at any time thereafter of underdeliveries, errors or defects with the goods.
4. INVOICING
(a) Invoices must be forwarded to the address specified in the Purchase Order and must refer to the Purchase Order and give its number, failing which UCD will have no obligation to pay.
(b) Unless otherwise stated in the Purchase Order, Contract or Service Level Agreement and providing that all documentation is correct and complete, invoices will be paid within forty five days therefrom or under the terms of the Prompt Payment of Accounts 1997 (as deemed appropriate by UCD).
(c) Value Added Tax and all other taxes, levies, and other charges shall be shown separately on all quotations and invoices. If not so shown, all tax, levies, duties and other charges of every kind will be deemed to be incorporated into the stated figure.
(d) UCD shall pay the Supplier in accordance with the Supplier’s prices and rates as referred to in the Purchase Order.
(e) The Supplier shall notify UCD of and pass on to UCD any cost savings to the Supplier resulting from reduction of raw material costs or process charges.
(f) Where the parties are unable to agree on new charges, then either party may terminate this agreement upon not less than sixty days notice in writing and the charges during the notice period shall be at the previously agreed levels.
(g) UCD may set off against any monies due or to become due to the Supplier any other monies due from the Supplier to UCD on any account howsoever arising
5. CONDITIONS RE/ QUALITY OF GOODS/ SERVICES
(a) UCD’s common law and statutory rights are expressly reserved.
(b) The implied terms as to merchantability, fitness for purpose, compliance with samples etc. as contained in existing Sale of Goods legislation shall automatically be incorporated as conditions into the Contract so as to ensure inter alia that all goods shall be of merchantable quality, fit for their required purpose, be free of any defect in material or workmanship or of any encumbrance, be in accordance with UCD’s written specification (if any ) and with any sample or description and be in accordance with harmonised European standards or if none the Irish Standards Specifications and Codes of Practice or if none, their UK counterparts and that all services shall be performed with skill by competent personnel.
(c) The Supplier warrants that he has all necessary powers and approvals to enter into this Contract. In particular, it warrants that no goods or services will infringe any patent, trademark or other intellectual property of any third party and if it should do so, the Supplier will fully indemnify UCD against all costs and losses arising therefrom.
(d) The Supplier shall where necessary supply and fit free of charge within the warranty period any spare parts. The Supplier shall furthermore ensure that proper and compatible electronic or mechanical spare parts necessary to effect repairs are available for a period of not less than six years from the date of delivery (i.e. in the absence of any other period being specified by UCD).
(e) In respect of any work or services on UCD Campus or other property, which the Supplier performs, the following conditions shall apply
(i) The Supplier shall ensure that all employees, subcontractors and other persons associated with the Supplier adhere in every respect to obligations imposed by current Safety legislation and with any regulations or reasonable requirements of UCD in respect to conduct of persons on UCD premises and that any such person shall be competent for the task assigned and be properly instructed.
(ii) Reasonable access to UCD campus shall be available but may be restricted by other activities on campus or other reasonable requirements of UCD.
(iii) The Supplier and it’s servants, agents or contractors must be covered by a suitable employer’s liability insurance and it will be the Suppliers’ responsibility to ensure such insurance is in force.
(iv) The Suppliers activities on campus shall be covered at all times by suitable public liability insurance and it will be the Suppliers’ responsibility to ensure such insurance is in force.
(v) The insurance cover referred to in (iii) and (iv) above will be in a form acceptable to UCD and the Supplier will amend the insurance cover to meet any specific requirements of UCD if requested.
6. CONFIDENTIALITY
Subject only to the Freedom of Information Act 1997 - 2003 or other statutory obligations, each party agrees with the other to maintain in confidence, so as not to disclose to any person, this Agreement or any information obtained as a result of this Agreement. Both parties will take all reasonable steps to ensure that their employees, agents and subcontractors comply with this condition. Any information or materials supplied by one party to the other shall be for the purpose of the Contract and shall be used only for the purpose of fulfilling the Contract.
7. INTELLECTUAL PROPERTY
(a) All intellectual property developed as a result of this Contract shall be exclusively the property of UCD, save where it is expressly intended to the contrary.
(b) The ownership of all artwork, copy, films, plates, discs/media, transparencies, drawings, proofs and applicable materials shall reside with UCD and shall be returned on completion of the agreement or on request by UCD. Such materials shall be maintained in good order, and in careful condition by the Supplier, and copies thereof shall at all times be available to UCD.
(c) The Supplier will co-operate in all ways with all measures necessary to assign or procure or register any intellectual property rights to UCD as soon as such rights arise. In its dealings with third parties the Supplier will take such reasonable and necessary steps to ensure that UCD’s intellectual property rights are expressly reserved or that intellectual property rights will ultimately vest in UCD.
(d) The Supplier undertakes not to add or to remove any part of the copy, imprint, artwork or whatever, save upon the directions of UCD and in accordance with proofs approved by UCD, and to afford UCD all opportunity to approve, correct and consider the relevant material prior to its being issued or published.
(e) Additional costs resulting from changes of specification, alterations, corrections or whatever must be immediately notified and agreed by UCD before the commencement of any production or publication.
8. ASSIGNMENT
The Supplier shall not assign the benefit of the Contract or any part thereof.
9. SUBCONTRACTING
The Supplier shall not subcontract any of its obligations under this Contract (other than the delivery of goods) without having obtained UCD’s prior written approval. Any such approval shall not be deemed to create a contractual relationship between UCD and the Subcontractor. If a Subcontractor is permitted, the Supplier shall if requested obtain from the said Contractor a Collateral Warranty in favour of UCD in a form required by UCD.
10. PROGRESS AND INSPECTION
(a) The Supplier shall, whenever requested by UCD and it is appropriate to do so, provide any programs of manufacture and delivery and thereafter it shall be the duty of the Supplier to notify UCD without delay and in writing if its progress falls behind or is likely to fall behind on any such program.
(b) UCD shall have the right to check the progress of the Supplier and any of its sub contractors at all reasonable times and also to enable it to inspect or reject goods and services that do not comply with the Contract.
(c) Any such inspection may be performed by UCD or by any engineer, architect or other professional as it may choose and shall in no way relieve the Supplier from its obligations under this Contract.
11. EXCLUSIVITY
Unless otherwise clearly stated in the Purchase Order, it is not intended that the Supplier will obtain any exclusive rights to supply to UCD.
12. CORRUPT GIFTS
(a) The Supplier shall not give, provide or offer to any staff or agent of UCD a loan, fee, reward, gift, advantage, benefit or other payment.
(b) UCD shall be entitled at all times to request a Certificate from any person in its employment or in the employment of the Supplier that no such gift has been given. In the event of any such gift having been given, UCD shall be entitled to terminate this Contract forthwith and to recover from the Supplier all losses resulting from such termination together with an account or value of such gift.
13. WAIVER
Failure by either party to exercise their rights under these conditions shall not operate as a waiver or in any way preclude or prevent the exercise of further rights. A waiver of any breach of the terms of these conditions shall not be deemed to be a waiver of any other breach or default and shall in no way effect the other terms of the Contract.
14. SEVERABILITY
Should any part of this Contract be or subsequently be found to be invalid, unlawful or unenforceable, then such parts shall be severed from the Contract and the remainder of the Contract shall continue in full force and effect.
15. FORCE MAJEURE
(a) If through no fault of a party, its performance has been offended, or delayed by force majeure, such party shall be at no liability to the other providing the performances are recommenced as soon as possible after such force majeure has ceased to operate.
(b) If however, force majeure causes a delay or failure in performance for a period longer than seven days, UCD shall have the right to terminate this Contract by seven days notice in writing.
(c) Force majeure shall mean an occurrence beyond the control and without the fault or negligence of the party affected in which it is unable to prevent or provide against by the exercise of reasonable diligence including but not limited to acts of God or the public enemy, ex-procreation or confiscation of facilities, government intervention, war, hostilities, rebellion, terrorist activities, local or national emergency, sabotage or riots, floods, or unusually severe weather conditions which could not be reasonably anticipated, fires, explosions, or other catastrophe, national or district strikes or other concerted acts of workmen or other similar occurrences other than strikes or concerted acts of the Supplier’s workforce.
16. TAX MATTERS
(a) UCD is obliged by the Revenue Commissioners to deduct for personal services withholding tax from relevant payments made by them to certain persons in respect of professional services.
(b) UCD is obliged by the Revenue Commissioners to ensure that all suppliers, with whom turnover within a twelve month period exceeds a value specified by the Revenue Commissioners, be in possession of a current tax clearance certificate. Such a certificate must be provided to UCD before payment.
(c) Non Irish suppliers should also provide a tax clearance certificate.
17. TERMINATIONS (WITHOUT FAULT)
Either party may terminate this Agreement by three months notice in writing given at any time to the other but such termination shall not effect any rights accrued to either party prior to the notice of termination and subject thereto the Contract shall continue to be performed only up to date of termination.
18. OTHER TERMINATION
Without prejudice to any other remedies, either party may terminate this agreement with immediate effect if -
(a) There has been a material breach of this Agreement/contract e.g. failure to deliver goods or services or if a party having been given a reasonable period to rectify a default has failed to do so or if a party becomes insolvent or has committed an act of bankruptcy or had a receiver or liquidator appointed over any part of its assets or undertaking or a petition to wind it up or is adjudicated bankrupt or is subject to a takeover or merger with another company.
(b) Termination shall be without prejudice to any rights which may have previously arisen from this Contract or to any prior breach thereof and to any provision of this Contract which expressly or impliedly is intended to have effect after termination.
19. NOTICES
Notices under this Agreement / contract shall:
(a) Be in writing.
(b) Be delivered by hand or by prepaid ordinary or registered post to the Supplier at its registered office (or other designated office in accordance with its correspondence) or in the case of UCD to its Procurement and Contracts Office, Michael Tierney Building, Belfield, Dublin 4 and shall be marked for the attention of the Procurement and Contracts Officer (or such other contact person as may be notified in writing from time to time).
(c) Any notice given by fax alone shall be insufficient and shall be followed either by hand delivery or by prepaid ordinary post or registered post in accordance with (b) above.
20. APPLICABLE LAW
This Contract shall be governed by and construed in accordance with the laws of Ireland and the Irish courts shall have exclusive jurisdiction.
21. INDEMNITY
Without prejudice to any rights or other remedies to UCD, the Supplier shall indemnify UCD against all actions, costs, claims, demands, losses, charges, expenses and awards which might result from any act or omission of the Supplier in the performance of this Contract or from any defect in the goods or the workmanship or the design of the Supplier.
22. PUBLIC PROCUREMENT
Nothing in this Agreement shall prevent UCD from complying with its obligations under public procurement legislation. If necessary the Agreement/ Contract may be abridged modified, or amended without penalty to UCD so as to enable it comply with the said obligations.
23. AUDIT
The Supplier shall allow any official of UCD or auditor reasonable opportunity to inspect its records in relation to all the purchase orders issued by UCD to the Supplier for the purpose of auditing of UCD’s financial activities and compliance with legislation.