The Contract Price means the price exclusive of VAT payable to the Contractor by AFC Energy plc under the Conditions. Articles in these Conditions means goods or services including results, reports, drawings, designs, computer software, inventions, trade and service marks, and any other deliverables/information supplied by the Contractor under the Contract.
Documentation means any specifications, plans, drawings, patterns or samples or any other documentation issued by AFC Energy in aid of the Contract.
AFC Energy plc Property means any materials, components, parts or equipment owned by AFC Energy plc.
If this purchase is covered by a valid Framework Agreement those terms and conditions shall apply unless agreed otherwise.
ISSUE OF AFC ENERGY PLC PROPERTY, DOCUMENTATION, INFORMATION ETC
The Article shall be in accordance with the Contract and of the qualities described in and required by the documentation issued by AFC Energy plc.
In the absence of a formal specification, the Articles supplied in fulfilment of the Contract shall be strictly in accordance with relevant British Standard or ISO Specifications then current.
Unless otherwise stated, the Intellectual Property Rights in all Property, Documentation, Information etc remain vested in AFC Energy plc and are not to be used for any purpose outside of the Contract.
Any AFC Energy plc Property issued to the Contractor shall remain the Property of AFC Energy plc and shall be used only in the execution of the Contract. If, by any action of the Contractor, the AFC Energy plc Property is rendered unusable or irreparable, the Contractor shall reimburse the replacement value to AFC Energy plc.
At completion of the Contract, the Contractor shall return the issued Property, Documentation, Information etc, together with any unused materials or component parts to AFC Energy plc.
AFC Energy plc shall inspect the Articles after delivery to the address specified in the Contract.
AFC Energy plc may inspect or arrange for the inspection of the Articles or any of them, in course of production, at the Contractor’s premises, at any reasonable time. Inspection under this Condition shall not relieve the Contractor of any of its obligations under the Contract.
AFC Energy plc may reject any Article which, on inspection in accordance with Condition 3 is found not to conform to the requirements of the Contract.
The Contractor shall be notified as soon as possible of AFC Energy plc’s rejection of any Article. Upon receipt of notification, it shall at its own expense collect the rejected Articles within 5 working days.
The Contractor shall agree with AFC Energy plc, a revised timescale for the supply of replacement Articles.
If required by the Contract, the Contractor shall install, commission, and demonstrate that the Articles operate to the satisfaction of AFC Energy plc.
PACKING AND IDENTIFICATION
Each consignment must be accompanied by an Advice Note. As a minimum this must include: order number, main delivery address and the name of the person to whom the goods should be delivered along with the individuals internal delivery address. This information is contained on the front page of the order.
Failure of the Contractor to incorporate the above details in the Advice Note may result in the goods being rejected. Any costs associated with abortive deliveries shall be borne in full by the Contractor.
Deliveries will only be accepted Monday – Thursday between 08:30 – 16:00 and on Friday between 08:30 – 15:30.
Unless otherwise provided in the Contract, all containers (including packing cases, boxes, tins, drums and wrappings) supplied by the Contractor shall be considered non-returnable, and their cost as having been included in the Contract price.
The Contractor shall ensure that the Articles are properly packed and secured for the safe delivery to AFC Energy plc in accordance with the Contract.
DELIVERY AND TIMESCALE FOR DELIVERY
In the event of any occurrence which places the ‘due date’ for delivery at risk, the Contractor shall contact AFC Energy plc to review the implications.
RECOVERY OF SUMS DUE
Whenever, under the Contract, any sum of money shall be recoverable from or payable by the Contractor the same may be deducted from any sum then due, or which at any time thereafter may become due, to the Contractor under the Contract or under any other contract with AFC Energy plc.
OWNERSHIP OF RESULTS
Subject to any pre-existing rights of the Contractor or any third party, the Articles and any Documentation arising from the Contract and any rights therein shall be the absolute property of AFC Energy plc. The Contractor hereby assigns to AFC Energy plc the future design rights in any such Articles and Documentation.
Property in the Articles shall pass when the Articles are delivered to AFC Energy plc. Risk shall pass when payment has been made in accordance with the Contract.
LIMITATION OF AFC ENERGY PLC ‘s LIABILITY
A firm carriage paid home price (exc. VAT) shall be agreed between AFC Energy plc and the Contractor prior to Contract.
Should the Articles or any portion thereof not be delivered within the time or times specified in the Contract, AFC Energy plc may, without prejudice to any other remedies, by notice to the Contractor determine the Contract either as regards the Articles which have not been delivered in accordance with the Contract at the time of such determination, or as regards all of the Articles to which the Contract relates other than those delivered in accordance with the Contract before that time.
Where AFC Energy plc have determined the Contract under Clause 11.1 and without prejudice as aforesaid, AFC Energy plc may replace all or any of the Articles in respect of which the Contract is so determined by purchasing or manufacturing other Articles of the same or similar description, or by allocating other Articles of the same or similar description in the possession or control of AFC Energy plc to the purpose for which the Articles replaced are required and there shall be recoverable from the Contractor the amount by which the aggregate of the cost of purchasing and of manufacturing Articles in this way and of the value of any Articles allocated as aforesaid exceeds the amount which would have been payable to the Contractor in respect of the Articles so replaced if they had been delivered in accordance with the Contract, provided that AFC Energy plc will not seek to make such recovery in cases where the delay in executing the Contract is due to causes outside the Contractor’s control.
AFC Energy plc shall have the option to determine the Contract in the event that the Contractor becomes bankrupt, has a receiving or administration order made against it, or receivers or managers appointed by a creditor, or winding-up order made by the Court without compensation to the Contractor.
TRANSFER AND SUB LETTING
The Contractor shall not give, bargain, sell, assign, sub-let (except as is customary in the trade), or otherwise dispose of the Contract or any part thereof without the previous consent in writing of AFC Energy plc.
VALUE ADDED TAX
AFC Energy plc shall pay to the Contractor, in addition to the Contract Price, a sum equal to the Value Added Tax chargeable on the value of the supply of goods and services provided in accordance with the Contract.
CORRUPT GIFTS AND PAYMENT OF COMMISSION
The Contractor shall not offer or give or agree to give to any person in the service of AFC Energy plc any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or having done or forborne to do any act in relation to the obtaining or execution of this or any other contract with AFC Energy plc or for showing or forbearing to show favour or disfavour to any person in relation to this or any other contract with AFC Energy plc.
Any breach of this Condition by the Contractor or by anyone employed by the Contractor or acting on its behalf (whether with or without the knowledge of the Contractor) or the commission of any offence by the Contractor of anyone employed by him or acting on his behalf under the Prevention of Corruption Acts, 1889 to 1916, in relation to this or any other contract with AFC Energy plc shall entitle AFC Energy plc to determine the Contract and recover from the Contractor the amount of any loss resulting from such determination.
If within 24 months, or such other period as is agreed, after the Articles shall have been taken into use, there shall appear in the Articles any defect which under proper use shall arise from faulty design, materials or workmanship and AFC Energy plc shall give notice in writing thereof to the Contractor, the Contractor shall, at his own expense, make good the defects either by repair, or at the option of the Contractor, by supply of a replacement: provide that the Contractor shall not be responsible in respect of any defect in the Articles attributable to a design made, furnished or specified by AFC Energy plc.
If the Contractor so requires, the defective Articles or the defective parts thereof shall be returned to the Contractor carriage paid by AFC Energy plc. The Contractor shall refund the cost of carriage on return of the defective Articles or parts and shall deliver within a reasonable time any replacement Articles free of charge.
The Contractor’s liability under this Condition shall be in addition to any condition or warranty implied by law as to the quality or fitness for any particular purpose of Articles delivered.
The Contract shall be considered as a contract made in England and subject to English Law unless otherwise stated in the Contract.
REGULATION ON AFC ENERGY plc PREMISES
The Contractor, his sub-contractors, and their respective employees shall, in relation to work to be performed within the boundaries of AFC Energy plc premises, comply with all statutory regulations and the particular regulations and requirements for the time being at those premises.
The Contractor shall be responsible for the good conduct of his staff whilst on the AFC Energy plc premises.
PRECAUTIONS AGAINST FIRE AND OTHER RISKS
The Contractor shall take all reasonable steps and precautions (including any steps or precautions especially required under or by virtue of the Contract) to prevent and to minimise the extent of loss or damage to the Articles and any things for incorporation (including things provided by AFC Energy plc) arising from any cause whatsoever.
The Contractor shall comply with any statutory regulations which govern the storage and use of things (whether or not for incorporation) which are brought onto AFC Energy plc premises.
INJURY TO PERSONS: LOSS OF PROPERTY
The Contractor shall be liable and shall indemnify AFC Energy plc against liability for all personal injury or loss of property suffered by AFC Energy plc, servants of AFC Energy plc or third parties which shall be occasioned by or shall have arisen out of the negligence of the Contractor or his servants, agents or sub-contractors, in connection with the execution or purported execution of this Contract.
In this Condition:
The expression ‘loss of property’ includes, but is not limited to, damage and destruction
The expression ‘injury’ includes, but is not limited to, sickness and death.
SURPLUS MATERIAL/REMOVAL OF RUBBISH
The Contractor shall remove all surplus material and rubbish arising from the work and shall leave the working area clean, tidy and to the satisfaction of AFC Energy plc.
The Contractor warrants that the software, whether contained within Articles supplied, or otherwise, is guaranteed to have been fully tested and shall be free from any malicious code of any kind.
The Contractor agrees that any terms or conditions of business published or issued, or any terms or condition of Contract or general reservations that may be printed on any correspondence or documents provided by the Contractor shall not be applicable and that these Conditions, having been read and understood will take precedence.
Payment will be made at the end of the month following the month in which a correctly rendered invoice is received provided that AFC Energy plc has accepted the goods/services.
The amount and rate of Value Added Tax should be shown as a separate item.
Invoices should be submitted at the time of delivery.