Terms and Conditions for the Purchase of Goods and services
Catalyst Housing Limited
Definitions and Interpretation
Catalyst: means the Catalyst Housing Limited entity specified in the Order. Conditions: these terms and conditions as amended from time to time in accordance with clause 22. Contract: the contract between Catalyst and the Supplier for the supply of Goods and/or Services in accordance with these Conditions. Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media. Goods: the goods (or any part of them) set out in the Order. Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by Catalyst and the Supplier. Order: Catalyst’s order for the supply of Goods and/or Services as set out in Catalyst purchase order form. Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification. Service Specification: the description for Services agreed in writing by Catalyst and the Supplier. Supplier: the person or firm from whom Catalyst purchases the Goods and/or Services.
Interpretation: (1) a person includes a natural person, corporate or unincorporated body; (2) a reference to a party includes its successors and permitted assigns; (3) a reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision; (4) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (5) a reference to writing or written excludes fax and email.
Basis of contractThe Order constitutes an offer by Catalyst to purchase Goods and/or Services from the Supplier in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of: (a) the Supplier issuing written acceptance of the Order; or (b) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence.
These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Supply of Goods. The Supplier shall ensure that the Goods shall: (a) correspond with their description and any applicable Goods Specification; (2) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Catalyst, expressly or by implication, and in this respect Catalyst relies on the Supplier's skill and judgement; (3) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and (4) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
Catalyst may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. If following such inspection or testing Catalyst considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3 Catalyst shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. Catalyst may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Delivery of Goods. The Supplier shall ensure that: (1) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (2) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; (3) and it states clearly on the delivery note any requirement for Catalyst to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 7 days of the date of the Order; (b) to Catalyst’s premises at Ealing Gateway, 26-30 Uxbridge Road, London, W52AU, United Kingdom or such other location as is set out in the Order or as instructed by Catalyst before delivery (c) and during Catalyst's normal hours of business on a business day, or as instructed by Catalyst. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the correct delivery location. Title and risk in the Goods shall pass to Catalyst on completion of delivery.
Supply of ServicesThe Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Catalyst in accordance with the terms of the Contract.
The Supplier shall meet any performance dates for the Services specified in the Order and/or that Catalyst notifies to the Supplier.
In providing the Services, the Supplier shall: (a) co-operate with Catalyst in all matters relating to the Services, and comply with all instructions of Catalyst; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; (d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Catalyst expressly or impliedly makes known to the Supplier; (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; (f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Catalyst, will be free from defects in workmanship, installation and design; (g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services; (h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services; (i) observe all health and safety rules and regulations and any other security requirements that apply at any of Catalyst's premises; (j) hold all materials, equipment and tools, drawings, specifications and data supplied by Catalyst to the Supplier (Catalyst Materials) in safe custody at its own risk, maintain Catalyst Materials in good condition until returned to Catalyst, and not dispose or use Catalyst Materials other than in accordance with Catalyst's written instructions or authorisation; (k) not do or omit to do anything which may cause Catalyst to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Catalyst may rely or act on the Services.
Catalyst remedies. If the Supplier fails to deliver the Goods by the applicable date or perform the Services in accordance with clause 5.2, Catalyst shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense; (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); (d) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; (e) to recover from the Supplier any costs incurred by Catalyst in obtaining substitute goods and/or services from a third party; (f) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; (g) and to claim damages for any additional costs, loss or expenses incurred by Catalyst which are in any way attributable to the Supplier's failure to meet such dates. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier. Catalyst's rights under the Contract are in addition to its rights and remedies implied by statute and common law.
Charges and payment. The price for the Goods and / or Services shall be the price set out in the Order. No extra charges shall be effective unless agreed in writing and signed by Catalyst.
In respect of the Goods, the Supplier shall invoice Catalyst on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Catalyst on completion of the Services. Each invoice shall include such supporting information required by Catalyst to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. In consideration of the supply of Goods and/or Services by the Supplier, Catalyst shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
Catalyst may at any time, without notice to the Supplier, set off any liability of the Supplier to Catalyst against any liability of Catalyst to the Supplier. Any exercise by Catalyst of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
Intellectual property rights. All Catalyst Materials are the exclusive property of Catalyst. All intellectual property rights arising out of or in connection with the Services shall be the property of Catalyst unless otherwise agreed in writing by the parties.
Indemnity. The Supplier shall indemnify Catalyst against all liabilities, costs, expenses, damages and losses (calculated on a full indemnity basis) suffered or incurred by Catalyst arising out of or in connection with: (a) any claim made against Catalyst for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Catalyst Materials); (b) any claim made against Catalyst by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; (3) and any claim made against Catalyst by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services. This clause 9 shall survive termination of the Contract.
Insurance.During the term of the Contract the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Catalyst's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information must comply with this clause 11; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
TerminationWithout affecting any other right or remedy available to it, Catalyst may terminate the Contract: (a) with immediate effect by giving written notice to the Supplier if: (i) there is a change of control (defined in section 1124 of the Corporation Tax Act 2010) of the Supplier; or (ii) the Supplier's financial position deteriorates to such an extent that in Catalyst's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (b) for convenience by giving the Supplier one month written notice.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Consequences of terminationOn termination of the Contract, the Supplier shall immediately deliver to Catalyst all Deliverables whether or not then complete, and return all Catalyst Materials. Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Force majeure.Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.
Assignment and other dealings. Catalyst may, but the Supplier shall not, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. 2
Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law 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 partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Variation. Catalyst may vary these Conditions in order to comply with any legal, regulatory or statutory duty or obligation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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