6. Supply of Goods – Specific Provisions
The following Conditions apply where the Deliverables includes the supply of Goods.
6.1 Specifications
6.1.1 The Goods shall be of the qualities and sorts described and equal in all respects to the samples, patterns, specifications, plans, drawings or any other documents, individually or collectively which form part of the Contract. Except insofar as may otherwise be indicated by a sample, pattern, specification, plan, drawing or other document, the Goods shall be strictly in accordance with the latest British Standard Specification or equivalent, where such exists, published before the date of the Contract or otherwise shall be to the satisfaction of the Council.
6.1.2 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force.
6.1.3 The Goods shall be sufficient for the purpose for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Council and the Council relies on the skill and judgment of the Contractor in the supply of the Goods and their execution of the Contract.
6.2 Patents
6.2.1 It shall be a Condition of this Contract that, except to the extent that the Goods are made up in accordance with designs furnished by the Council, none of the Goods will infringe any patent, trademark, registered design, copyright or other right in the nature of industrial property of any third party and the Contractor shall indemnify the Council against all actions, suits, claims, demands, losses, charges, costs and expenses which the Council may suffer or incur as a result of or in connection with any breach of this Condition.
6.2.2 All rights (including ownership and copyright) in any specification, instructions, plans, drawings, patterns, models, designs or other materials furnished to or made available to the Contractor by the Council pursuant to this order shall remain vested solely in the Council and the Contractor shall not (except to the extent necessary for the implementation of this contract), without prior written consent of the Council use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Order) which the Contractor may obtain pursuant to this contract and in particular (but without prejudice to the generality of the foregoing) the Contractor will not refer to the Council or the contract in any advertisement without the Council’s prior written agreement.
6.3 Acceptance Marks
The Contractor, if so required by the Contract, shall at his own expense, mark or permit the representatives of the Council to mark all approved materials, Goods, or parts thereof with the recognised Council marks. In the case of material, Goods or parts thereof which cannot be so marked, the same shall, if required by the said representative, be packed in suitable packages or cases, each of which shall be sealed and shall have the Council mark placed on the seals.
6.4 Packaging
6.4.1 Unless otherwise provided by the Contract all containers (including packing cases, boxes, tins, drums and wrappings) supplied by the Contractor shall be considered as nonreturnable, and their costs as having been included in the Contract Price.
6.5 Delivery
6.5.1 The Contractor shall hand over the Goods to the Council, or the agent of the Council at the time or times and at the place or places and in the manner specified in the Contract or in orders issued under the Contract and any access to premises and any labour and equipment that may be provided by the Council in connection with delivery shall be provided without acceptance by the Council of any liability whatsoever and the Contractor shall indemnify the Council in respect of any actions, suits, claims, demands, losses, charges, loss and expenses which the Contractor or the Council may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Contractor or any of its subcontractors.
6.5.2 The Parties agree that the Contractor's delivery and performance of the Deliverables is strictly in accordance with the timeline set out in the order.
6.5.3 When handing over the Goods in accordance with this Condition, the Contractor shall:-
- ensure that the Goods are properly packed and secured as may be stipulated in the Contract, and,
- comply with any additional instructions which from time to time the Council may give with regard to the transportation of the Goods, provided that any extra costs necessarily incurred so doing shall be borne by the Council as an addition to the Contract Price, and,
- Furnish the Council with a delivery note giving the number of each order and the particulars of the Goods supplied which shall accompany each delivery of the said Goods.
6.5.4
When the Contract or any order issued under the Contract specifies that the Goods shall be handed over ex-works or dispatched to a destination the Contractor shall hand over or dispatch the article or Goods accordingly, consigning them to such destinations as the Council may require.
6.5.6
When the Goods are handed over in accordance with Condition 6.5.1, delivery of the Goods shall occur on their being so handed over. When the Goods are handed over or dispatched in accordance with Condition 6.5.3, delivery of the Goods shall occur on their going into the possession of the Council or its agents.
6.5.6
Unless the Contract specifically otherwise provides, and subject to the provisions of the Contract, the property in the Goods passes from the Contractor to the Council upon delivery in accordance with Condition 6.5.4.
6.5.7
When after delivery any of the Goods are rejected, those Goods shall for the purposes of the Contract be considered as not having being delivered under the Contract and the property in those Goods shall return to the Contractor from the Council provided that this Condition shall have effect only when the Contractor has received notice of rejection.
6.5.8
Any quantity of Goods supplied in excess of that ordered and all empties shall be returned at the Contractor’s risk and expense unless otherwise stated.
6.6 Inspection of Goods
6.6.1 The Council may inspect or arrange for the inspection of the Goods, or any of them, in course of production, at the Contractor’s premises at any reasonable time.
6.6.2 Without prejudice to the Council’s right of inspection under Condition 6.6.1, the Council may inspect or arrange for the inspection of the completed Goods, or any of them, at the Contractor’s premises where the Goods have been produced or after delivery, or as otherwise provided in the Contract.
6.6.3 When the Council wishes to exercise its right of inspection under this Condition, the Contractor shall give to the representative of the Council full and free access to the said premises as and when required for that purpose and shall provide at its own expense all such accommodation and facilities in connection with the inspection as the Council may reasonably require, and all appliances, materials and labour required for inspection purposes.
6.7 Rejection
6.7.1 The Council may reject any Goods which on inspection and in accordance with the Contract are found not to conform to the requirements of the Contract.
6.7.2 The Council may reject the whole of any consignment of the Goods if inspection in accordance with the Contract shows that:-
- such proportion or percentage of the Goods in that consignment as the Contract may specify as being appropriate for the purposes of this Condition, or which would be reasonable in the normal course of business, or
- samples taken indiscriminately from that consignment, whether of the Goods or of the material in the Goods do not conform to the requirements of the Contract.
6.7.3 When under this Condition the Council rejects any of the Goods after delivery, the Contractor shall, subject to the provisions of Condition 6.7.6, at its own expense, remove from the Council each and every of the rejected Goods and shall do so within such period as provided by the Contract, or if the Contract makes no such provision, within 8 Working Days of receiving notification of rejection.
6.7.4 If the Contractor shall fail to remove the Goods or any of them in accordance with Condition 6.7.3 the Council may return the rejected Goods or any of them to the Contractor at the Contractor’s risk, the cost of carriage being recoverable from the Contractor.
6.7.5 When under this Condition the Council rejects any Goods or consignment after delivery, the Contractor shall at his own expense deliver in the place of each and every of the rejected Goods, Goods which conform with the requirements of the Contract and shall do so within the period for delivery stipulated in the Contract or within such further reasonable period as the Council may allow.
6.7.6 If the Contractor considers himself aggrieved by a rejection under this Condition, he may give the Council notice of objection. To be effective, such notice shall be given in 8 working days from receipt of notification of rejection and before removing the rejected Goods from the Council. The objection shall constitute a dispute between the parties which if not otherwise resolved between the parties within a reasonable time shall be dealt with in accordance with the provisions of the Contract relating to the settlement of disputes. If the Contractor gives notice of objection the Goods shall not be removed until the Council authorised directs.
6.7.7 If any of the Goods whether completed or in course of production are rejected on inspection by the Council, the same shall, if the Council so requires, be marked in such a manner satisfactory to the Council as to ensure the subsequent identification of same as rejected Goods.
6.8 Non-delivery or late delivery
6.8.1 A written order shall be issued for each requirement of a quantity of the Goods.
6.8.2 If the Contractor is unable to effect delivery within the time stated in the order he will state the earliest date by which he is willing to effect delivery and the reason for his inability to deliver the Goods within the time originally required by the order, and it shall be open to the Council by notice in writing either to cancel the order in whole or in part and obtain the required articles elsewhere any extra cost to the Council being borne by the Contractor or to accept the delivery offered by the Contractor.
6.8.3 Should the Goods or any portion thereof not be delivered within the time or time specified in the Contract, the Council may without prejudice to any other remedies, by notice to the Contractor determine the Contract either as respects the Goods which have not been delivered in accordance with the Contract at the time of such determination or as respects all the Goods to which the Contract relates other than those delivered in accordance with the Contract before that time.
6.8.4 Where the Council has determined the Contract under Condition 21 and without prejudice as aforesaid the Council may replace all or any of the Goods with respect to which the Contract is determined by purchasing or manufacturing other Goods of the same or similar description, or by allocating other Goods of the same or similar description in the possession or control of the Council to the purposes for which the Goods replaced are required and there shall be recoverable from the Contractor the cost to the Council of such replacement, purchase, manufacture or allocation (being the amount by which the aggregate of the cost of purchasing and of manufacturing Goods in this way and of the value of any Goods allocated as aforesaid exceeds the amount which would have been payable to the Contractor in respect of all the Goods so replaced if that they had been delivered in accordance with the Contract).
6.9 Loss or damage to Goods
6.9.1 The Contractor is responsible for the Goods and any materials, equipment, fitting or things acquired or allocated by him for incorporation therein until delivery has been effected in accordance with Condition 6 and shall make good any loss of or damage to the Goods or any such material equipment fitting or things however occasioned which may occur before such delivery.
6.9.2 The Provisions of Condition 6.9 of this Condition shall apply notwithstanding that the Goods concerned may have been inspected in accordance with the Contract or that the property therein may in accordance with the provisions of the Contract where applicable have passed from the Contractor to the Council or its agent earlier than upon delivery.
6.9.3 Unless the Contract specifically or otherwise provides, the Contractor is not responsible for loss of or damage to the Goods after delivery save that he shall become responsible in all respects for any Goods:
6.9.4 where such loss or damage is caused as a result of the negligence or default of the Contractor; which the Council rejects after delivery and such responsibility shall take effect upon the Contractor removing the Goods in accordance with the Contract or upon return of the Goods to the Contractor or, if he fails so to remove the Goods, or if the Council does not exercise the right to return the Goods, on the expiry of the eighth Working Day from his receipt of notification of rejection of the Goods.
6.9.5 Notwithstanding the provisions of Condition 6.9, the Contractor shall not be responsible for any Goods which remain in the possession of the Council after the Council has rejected them if and for so long as they remains after notice of objection to the rejection has been given under the terms of the Contract and the dispute between the parties relating to the rejection remains unresolved.
