1. Definitions and interpretation

1.1 Definitions

Associated Persons - in relation to a party, its employees, staff, workers, agents, consultants, sub-contractors, suppliers and other persons associated with its business and operations

BL British Library Board - a statutory corporation pursuant to the British Library Act 1972 of The British Library 96 Euston Road London NW1 2DB
 

Business Day - a day other than a Saturday or Sunday or public holiday in England

Commencement Date - the date on which the Contract takes effect as determined in accordance clause 2.2

Conditions - these terms and conditions set out below

Confidential Information - any information in any format and howsoever conveyed which relates to the business, affairs, finances, trade secrets, know-how, customers, clients and suppliers together with any and all information derived from any of the above and which is identified as confidential or which ought to reasonably be considered confidential or which is or is likely to be considered commercially sensitive whether or not so identified

Contract - the Order and these Conditions

Contract Price - the total value of all Goods and/or Services specified in an Order shown in the Order as ‘Total Order’

Deliverables - any and all documents, materials, designs, and any other items or products supplied or developed by, or on behalf of, Supplier including any drawings, maps, plans, designs, diagrams, pictures, computer programmes, models, data, specifications and reports (including drafts) related to the Contract and/or in the course of providing the Services, in each case in any form or media, and any part or parts of them

Delivery Address - the address for delivery shown in the Order

Delivery Date - the date specified in the Order as the Delivery Date for Goods and/or Services in any Line Number

Delivery Note - a note from Supplier accompanying delivery of Goods: referencing the Purchase Order Number, Order Date, Line Number, Product Number, Item Description; detailing the quantity of relevant Goods delivered; and indicating any outstanding quantity of Goods remaining to be delivered pursuant to the Order

Force Majeure Event - means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, riots, war, armed conflict; imposition of sanctions, embargo, or breaking off of diplomatic relations; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and interruption or failure of utility service

Goods - all, any and any part of the products as set out in the Order

IPR - patents, utility models, right to inventions, trademarks, rights in designs, copyrights and related rights, rights in databases, rights in computer software, business names, domain names, service marks, rights in get-up, the right to sue for passing off, in each case whether or not registered and including applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist now or in the future anywhere in the world

Item Description - the description of the Goods and/or Services set out in the Order

Line Number - the ‘line no.’ set out in the Order referencing specific Goods and/or Services

Material - all and any equipment, tools, drawings, specifications, data and other information and any part or parts of it

Order - BL’s request for the for the supply of Goods and/or Services as set out in BL’s purchase order form

Order Date - the date shown on the Order as such

Policies -all standard operating policies and procedures of the BL from time to time and which are howsoever relevant and/or applicable to the provision of the Services, including the BL's policies and procedures governing Suppliers' access and physical security, computer and IT use and health and safety. Copies of all such policies (including updates to them from time to time) are available upon request.

Price - the total price shown in an Order for any Line Number

Product Number - Supplier’s reference number applicable to specific to Goods shown on the Order

Purchase Order Number - means the number shown against ‘Purchase Order’ on the face of an Order

Services - those services itemised and as specified in the Order

Unit Price - the price shown in the Order as Unit Price against a Line Number

3.1.1 conform with any specification and description (in each case if any) in the Order;
3.1.2 correspond with any sample provided by Supplier to BL;
3.1.3 are of satisfactory quality, fit for the purpose for which goods of that kind are usually supplied and fit for any particular purpose stated in the Order and shall remain so for the shorter of a period of 18 months from delivery and 12 months from being put into operational use by BL; 
3.1.4 are free from defects reasonably apparent on inspection and remain so for a reasonable period following delivery considering all the circumstances for which the Goods are supplied and used; 
3.1.5 conform with all relevant and applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
3.1.6 conform with all relevant Policies. 

4.1.1 supply of the Goods shall comply with all relevant Policies;
4.1.2 Goods are securely packaged and delivered to their destination in good condition;
4.1.3 each delivery of Goods shall be accompanied by a Delivery Note; and
4.1.4 any requirement for packaging to be returned to Supplier shall be noted on the Delivery Note, any such required return shall be at the risk and cost of Supplier.

4.2.1 on the Delivery Date and time shall be of the essence in relation to delivery;
4.2.2 during BL’s normal operational hours on a Business Day or as otherwise instructed in writing by BL; and
4.2.3  to the Delivery Address.

5.3.1 co-operate with BL in all matters relating to the Services and comply with all reasonable instructions of BL;

5.3.2 exercise all due care, skill and diligence and provide the Services in accordance with best practice in the industry, trade or profession applicable to the provision of the Services;

5.3.3 use only personnel who are suitably skilled and experienced to perform the Services;

5.3.4 engage sufficient personnel to ensure that Supplier’s obligations are fulfilled in accordance with the Contract;

5.3.5 ensure that Services and any Deliverables conform with all descriptions and specifications set out in the Order;

5.3.6 ensure Deliverables are fit for the purpose for which deliverables of that kind are usually applied and any purpose set out in the Order;

5.3.7 provide all equipment, tools, vehicles and such other items as are required to supply the Services;

5.3.8 use the best quality goods and materials and apply highest standards and techniques and ensure that Deliverables and all goods and materials supplied or used in supplying the Services or transferred to BL are free from defects in workmanship, installation and design;

5.3.9 have and maintain all licences and consents which may be required for the provision of Services;

5.3.10 comply with all applicable law, regulation, regulatory policies or codes of practice, guidelines or industry codes which may apply to the provision of the Services;

5.3.11 comply with the Policies;

5.3.12 observe all health and safety rules and regulations and any security procedures and requirements that apply to any BL premises where Services are provided;

5.3.13 hold all BL Materials at its own risk and maintain BL Materials in good condition until returned to BL and not to dispose of or use the BL Materials for any purpose other than delivery of the Services or as otherwise in accordance with BL’s written instructions or consent; and

5.3.14 not do or omit to do anything which may cause BL to breach any licence, authority, consent or permission upon which BL relies for performing any of its public duties and obligations and ancillary activities of any nature and Supplier acknowledges that BL may rely and act on the Services and Deliverables.

6.1.1 terminate the Contract with immediate effect by notice in writing to Supplier;
6.1.2 refuse to accept any subsequent delivery of the Goods and/or Services which Supplier may attempt;
6.1.3 recover from Supplier any costs incurred in obtaining substitute goods and/or services from a third party;
6.1.4 require a refund from Supplier of any sum paid in advance for Goods and/or Services not delivered; and
6.1.5 claim damages for any additional costs, losses or expenses (whether known, foreseen foreseeable or unidentified) incurred by BL which are in any way attributable to Supplier’s failure to meet such dates.

6.2.1 terminate the Contract with immediate effect by notice in writing;
6.2.2 reject Goods (in whole or part) whether or not title has passed and return the Goods to Supplier at Supplier’s risk and expense;
6.2.3 require Supplier to repair or replace such Goods or to provide a full refund for such Goods;
6.2.4 recover from Supplier any expense incurred by BL in obtaining substitute goods from a third party; and
6.2.5 claim damages for any additional costs, losses or expenses (whether known, foreseen, foreseeable or unidentified) incurred by BL which are attributable to Goods not complying with clause 3. 1.

7.1.1 reasonable access at reasonable times to BL premises for the purpose of delivering Goods and/or Services; and

7.1.2 such information in connection with the delivery of Goods and/or Services as Supplier may reasonably request.

8.1.1 are exclusive of value added tax (VAT); 

8.1.2 relevant to Goods, are inclusive of the costs of packaging, insurance and carriage. No additional charges shall be payable by BL for Goods; 

8.1.3 relevant to Services, are inclusive of all costs and expenses that Supplier may incur directly or indirectly in connection with delivery of the Services. No additional charges shall be payable by BL for Services and/or Deliverables; and

8.1.4 unless expressly stated to the contrary in the Order, shall be stated in GB pounds Sterling.

8.2.1 is delivered such manner as is reasonably prescribed by BL from time to time; 

8.2.2 relates to an Order and quotes relevant Purchase Order Number; 

8.2.3 provides a breakdown of the Goods and/or Services delivered to which the invoice relates; 

8.2.4 details the relevant Prices and Unit Prices applicable to the Order;

8.2.5 does not exceed the Contract Price; 

8.2.6 is dated on the date raised; and

8.2.7 is supported by such other information as may reasonably be required to verify its accuracy. 

10.1.1 any claim made against BL for actual or alleged infringement of any third party’s IPR arising out of or in connection with the manufacture, supply or use of the Goods or receipt, use, or supply of Deliverables and/or Services (save where such claim arises in relation to content or material provided directly by BL to Supplier);

10.1.2 any claim made against BL by a third party for death, personal injury  or damage to property arising out of or in connection with any defects in Goods as delivered and/or Deliverables; and

10.1.3 any claim made against BL by a third party arising out of or in connection with the supply of Goods (as delivered) and/or Services.

11.1.1 any damage to BL premises buildings and/or property arising out of or in connection with Supplier’s performance of the Contract (including where Supplier engages any third party in performing its obligations under the Contract); and

11.1.2 any loss of, destruction or irreparable damage to BL data;

in each case to the extent that such damage is not caused by negligence on behalf of BL.

12.5.1 death or personal injury; or

12.5.2 fraud or fraudulent misrepresentation; or

12.5.3 any other matters for which liability cannot be excluded or limited at law.

13.1.1 for Services, professional indemnity insurance for an amount not less than £500,000;

13.1.2 for Goods, product liability insurance for an amount of not less than £10,000,000;

13.1.3 public liability insurance for an amount of not less than £ 10,000,000; and

13.1.4 employers’ liability insurance for an amount of not less than £5,000,000;

14.1.1 to treat the other’s Confidential Information in the same secure manner as it treats its own Confidential Information; 

14.1.2 not to disclose to any person the other party’s Confidential Information other than those of its officers, employees, advisers and sub-contractors as need to know to perform obligations and receive benefits under the Contract or as may be required at law by any governmental or regulatory body; and 

14.1.3 not to use the other’s Confidential Information for any purpose other than to perform its obligations or enjoy its rights and benefits under the Contract.

15.1.1  with immediate effect by notice in writing if BL reasonably determines: that Supplier has committed a material breach of the Contract which if capable of remedy Supplier fails to remedy to the reasonable satisfaction of BL within 14 days of receipt of a notice requesting remedy of such breach; or that Supplier has committed more than one breach of the Contract which BL reasonably determines shall adversely affect BL’s enjoyment of its benefits under the Contract.; 

15.1.2 if Supplier: suspends or threatens to suspend payment of its debts; is unable to pay its debts as they fall due or is deemed unable to do so or has no reasonable prospect of doing so; enters into negotiation with any of its creditors with a view to re-schedule its debts; makes any compromise or arrangement with any of its creditors regarding any of its debts; takes any steps or has any steps taken against it for its winding-up; or takes any steps or has steps taken against it for the appointment of a liquidator, receiver, administrator, or trustee in bankruptcy.;

15.1.3 if Supplier undergoes a change of control as defined in section 1124 Corporation Tax Act 2010;

15.1.4 if following a financial due diligence review undertaken at any time by BL the result of which BL reasonably determines that the Supplier’s ability to perform and comply with the Contract is adversely affected; and 

15.1.5 if Supplier acts or fails to act in a manner which may in BL’s reasonable opinion damage BL’s reputation which may include breach or allegation of breach of any law, regulation or commission or alleged commission of any criminal offence.

17.4.1 has not committed any offence under the Bribery Act 2010 or other offence under common law or legislation concerning fraudulent acts and has not carried on any activity or practice which could constitute any such offence if such activity had been carried out in the UK;

17.4.2 is not and has not been subject to any investigation, inquiry or proceedings regarding any such matter; or

17.4.3 is not and has not been listed by ay government department, agency or body as being debarred, suspended or threatened with or proposed for debarment or suspension or otherwise ineligible for participation in any government procurement programme or contracts on any grounds.

21.1.1 not engage in any activity, practice or conduct which would constitute: (i) a tax evasion offence under any UK law or under the law of any foreign country (Tax Evasion Offence); (ii) a UK tax evasion facilitation offence under section 45(1) Criminal Finances Act 2017 (CFA); or (iii) a foreign tax evasion facilitation offence under section 46(1) CFA.;

21.1.2 have and maintain in place throughout the duration of the Contract such policies and procedures as are reasonable, determined in accordance with any guidance issued under section 47 CFA from time to time, to: (i) prevent facilitation of tax evasion by another person including Associated Persons; and (ii) prevent a Tax Evasion Event.;

21.1.3 promptly report to BL any request from a third party to facilitate tax evasion within the meaning of Part 3 CFA;

21.1.4 within 6 months of the Commencement Date and thereafter during the continuation of the Contract certify in writing to BL compliance with this clause 21 by the Supplier and its Associated Persons.

22.1.1 not act or omit to act in any way which is, or would be if carried on in the UK, an offence under the Bribery Act 2010 (BA);

22.1.2 have in place and comply with policies and procedures to ensure compliance with the BA including having in place adequate procedures to prevent bribery;

22.1.3 promptly report to BL any request or demand for an undue, financial or other advantage of any kind received by Supplier or its Associated Persons in connection with the performance of the Contract;

22.1.4 promptly report to BL any gift or offer to give any financial or other benefit or advantage to BL or BL’s Associated Persons in connection with the Contract or performance of it from or by the Supplier or its Associated Persons.