General terms & conditions
Terms and Conditions for the Purchase and Supply of Goods and Services to Training 2000 Limited (2380675)
Registered office Harris Building, Corporation Street, Preston, Lancashire, PR1 2HE
Registered Charity Number 701770, VAT Registration Number 174865426
Definitions
“Terms and Conditions”: hereinafter referred to as the T&Cs actively refer to the conditions of supply of either goods or services from a vendor(s) to Training 2000 both stipulated in the Agreement and implied by English common law
“Agreement”: refers to a wider supply or service agreement document of which these general T&Cs shall form a part. Wherein the T&Cs are the only conditions stipulated they will then form the whole Agreement and the conditions therein will take precedence
“Buyer”: refers to Training 2000 who are the party responsible for the purchase of goods and services
“Vendor”: refers to the service provider or supplier of goods and or provisions into Training 2000
“Goods”: means the materials and products that are delivered into Training 2000 as stipulated on the purchase order
“Specification”: means the agreed standard, bespoke, national, and international or other that has been agreed in writing between the buyer and the vendor
“Agreed in writing”: this shall mean agreed only via electronic mail, facsimile, or written Agreement and directly supplied to or via previously supplied facsimile numbers, email addresses or authorised signatories
“Point of sale”: is defined as the point at which the Agreement is established and a contractual obligation is formed by the vendor’s receipt of a signed purchase order from the seller at an agreed standard confirmed by quotation via electronic mail or otherwise
“Purchase Order”: Refers only to a formal purchase order as described in section 7.2
“Authorised signatories”: refers to the Training 2000 approved list of person(s) who can authorise an Agreement, amend the Agreement or authorise any changes to these T&Cs
“Acceptance”: of goods refers to the delivery, inspection and signing of a valid delivery note to confirm receipt of goods in the correct quantity and quality.
1 Outline
1.1 These T&CS shall form the outline of the general conditions of purchase, supply and payment of goods and or services by the buyer from the seller(s)
1.2 These T&CS shall apply to every transaction including, but not limited to purchase orders raised by the buyer and electronically submitted to the seller(s) precluding the necessity to send a copy with every transaction unless the conditions have been amended at which point a new copy will be sent electronically to the seller.
1.3 All conditions stipulated within the T&CS are non-negotiable at point of sale and cannot be changed unless agreed in writing by both the seller and the buyer entering into the Agreement
1.4 It will be deemed that these T&Cs have been accepted by the seller(s) at the point which the buyer receives an acknowledgement confirming the transaction or at the point of delivery of the goods or services without mention of a counter offer and conditions of supply or service. Acknowledgement will be defined as verbal or written confirmation of the requirements and T&Cs set out in this document
1.5 The statutes governing this Agreement and any extension thereof will be governed by the Common Law of England and Wales
2 Existence
2.1 The T&Cs that exist come into force as per clause 1.4 and shall remain in existence for as long as the trading arrangement continues to exist between the buyer and seller(s)
2.2 The only accepted termination of these T&Cs will be in the following circumstances:
- The buyer changes the T&Cs and communicates in writing the new conditions (see “Agreed in Writing”)
- Either party communicates in writing that they wish to cease trading providing that they honour the existing T&Cs on any incumbent or agreed services or goods
- The buyer or seller enters into liquidation or insolvency and no longer exists as a legal or trading entity
- The seller expressly rejects the T&Cs in writing to the buyer prior to acceptance (see clause 1.4 & 1.4.1 for definition of acknowledgement and acceptance)
- Both the buyer and the seller enter into a wider Agreement in which the T&Cs outlined in this document are expressly rejected and bespoke terms and conditions are set up and agreed in writing
- Either party has legitimate claim that the T&Cs outlined are not being met either through force majeure or through a lack of any reasonable attempt to meet the conditions
3 Transfer of Rights and Responsibilities
3.1 The seller has no right to transfer any of their accepted rights and responsibilities implied either by English statute law or stipulated in these T&Cs or any other Wider Agreement which form the contractual obligations between buyer and seller to any other third party without the express permission and agreement in writing between the buyer and seller prior to acceptance of these T&Cs
3.2 There will be no implied Rights of third parties under the principle of privity of contract under this Agreement. By agreeing to these terms the seller automatically indemnifies the buyer from all liabilities associated with any third party
4 Intellectual Property Rights (IPR)
4.1 All rights and responsibilities associated with IPR shall reside with the seller unless the buyer can claim to have significant input into the design and creation of a bespoke product specifically for their own purposes or agreed in writing
4.2 Otherwise the seller shall indemnify the buyer from any and all charges or incurred costs resulting from infringements on copyright laws, patents and trademarks
5 Confidentiality
5.1 The T&Cs and wider Agreements agreed in writing which form the contractual basis of relations between the buyer and seller shall remain confidential and no information shall be passed to any third party unless expressly agreed in writing between both parties
5.2 In the event that any information is passed to a third party without the permission of both parties then it will be deemed reasonable that the affected can lay claim to damages and recompense resulting from the breach of trust such as, but not limited to loss of earnings, loss of potential earnings or lost sales opportunities
6 Safeguarding of Children
6.1 It is expected that any service or delivery of goods that reasonably requires the seller or his associates to enter onto any Training 2000 site must be done so by person(s) of good character without any prior indication of criminal activities
6.2 Where applicable it will be expected and detailed in a wider Agreement prior to commencement of trade that certain persons will be required to under the Disclosure and Barring Service (DBS) enhanced check and the Barred List application form check. Where applicable, those persons that do not meet this criteria will not be allowed on site and may be removed from site by reasonable force through our onsite security services
6.3 It is reasonable to assume that contact may occur between the seller’s associates and students or vulnerable adults at Training 2000. In the event that any sensitive information is divulged to the associates they must accept the responsibility to report this information immediately to their nominated contact or make every reasonable effort to report this information to a responsible person(s). In the event that any information is divulged the person(s) must take responsibility to record all information and ensure that they not paraphrase any details during their report of the incident
6.4 All person(s) visiting the site must behave in accordance with Trainings 2000s site code of conduct which prohibits the following without exception:
– Illicit substances
– Alcohol in any form of container
– Adult oriented or pornographic materials
– Offensive or racist materials and or language
– The use of photographic material without the express consent of the students or vulnerable adults involved
Any person(s) found to be in violation of this code of conduct will be removed from site immediately
7 Purchase Orders
7.1 Prior to any acceptance of goods or services the seller must be in receipt of an authorised purchase order, without which no Agreement or contract will deemed to be in place and therefore no goods, services or invoices will be accepted or processed
7.2 To be classified as an authorised purchase order this must include:
– Purchase order number in the format of a 10 digit figure only
– Order date
– Vendor name and address
– Ordered by: must include an authorised purchase order creator
– Item code, description, quantity, unit price and net total value
– Delivery address
– Remittance address and contact
– Payment terms
– Terms: includes reference to terms and conditions previously supplied
8 Payment terms
8.1 Standard group payment terms are 30 days end of month and processed by BACS payment unless otherwise agreed in writing
9 Delivery
9.1 All deliveries to Training 2000 are to be made directly to the Security Office signposted on site who will determine the most efficient method of completing the delivery, especially in the case where heavy lifting or specialist lifting equipment is required. For any specialist instructions prior to delivery the seller must ensure that they contact Training 2000 on 01254 54659 to make prior arrangement
9.2 The seller and any third party delivery company will bear all responsibility and liability for damages. The seller warrants that goods will be delivered in a timely fashion and any quality defects as a direct result of delivery will be compensated
9.3 All deliveries must be accompanied via a delivery note of which a copy must be left with the Security Office along with an accurate record of any notes or details including, but not limited to, short deliveries or quality defects, noted by the Buyer.
9.4 Transfer or ownership, title and risk shall be deemed to have taken place once the Seller and, or, his delivery contractors are in possession of a signed delivery note from the Buyer
10 Force Majeure
10.1 It shall be expected that the terms and conditions stipulated within this agreement and within English statute law must be upheld to the best of the seller’s abilities at all times. However, it is also accepted by the buyer that occasions may occur where it is more difficult or not feasible for continued supply of the goods or service contrary to these T&Cs. During such time the buyer and seller both agree that the contractual arrangements already agreed to will be temporarily suspended until such time as both parties agree normal service can be reinstated. During this period the buyer also agrees that it can bring no charges for lack of goods or services to the seller; similarly the seller recognises that in all reasonable endeavours the buyer may not be able to process any due invoices in light of exceptional circumstances or forces preventing them from doing so. In the above cases it is expected that both parties hold appropriate risk management policies to ensure that disruption in such exceptional circumstances is kept to a minimum
11 Conflict Resolution
11.1 These T&Cs take precedence on the rulings and procedures that bind this agreement unless otherwise overridden by a wider Agreement
11.2 The buyer accepts that situations may occur which are not expressly covered within these T&Cs and therefore if any conflicts arising from uncertainty within the stipulations it is expected that both parties must meet and discuss a resolution to the uncertainty in a timely manner as quickly as possible so as to minimise impact on business relations
11.2.1 It is expected that within this period of resolution that, where possible, trading continues until such time as a resolution is made or the T&Cs are rejected and a counter offer is made or both parties cease to trade
11.2.2 During this time, the party who is at fault, unless otherwise agreed in writing, will pay for all costs associated with the delay or failure in deliveries or service
11.3 In the event of a meeting not resolving the situation within one calendar week the option of termination and the cease of trading as outlined in clause 2.2 will apply
11.4 Following a lack of resolution and the rejection of ceasing to trade as per clause 2.2 then resolution can be borne out of arbitration followed by a litigation process