THE PARTIES
The parties to this agreement shall be:
RHA Wales
9 COMPTON ROAD
TONYPANDY
RHONDDA CYNON TAFF
CF40 1BE
APPLICABLE LAW AND JURISDICTION
The law of England and Wales shall apply to this agreement in its entirety and the courts of England and Wales shall have exclusive jurisdiction.
In the event of any conflict regarding the devolved laws of Wales and the law of England, devolved Welsh laws shall prevail.
DEFINITIONS
‘Goods’ means any goods or services described in the Purchase order
‘Parties’ means RHA and the appointed supplier
‘Price’ means the price set out in either the accepted tender or stated on the Purchase Order.
‘Supplier’ means the person or Company whose name appears as the addressee on the Purchase Order.
‘Terms and conditions’ means these terms and conditions for the supply of Goods and Services.
COMMENCEMENT AND DURATION
The commencement date for this agreement shall be as stated on the Purchase or any Contract issued. The agreement shall run for a period stated in the associated tender documentation.
RHA may exercise an option to extend the contract for a further period, notification to be made 30 days prior to the expiration of the initial term in accordance with the prescribed method for notice under this agreement.
DESCRIPTION OF GOODS
The following goods shall be subject to this agreement unless otherwise amended under the terms of this agreement:
PRICE
The price of the goods and services subject to this agreement shall be a set out in the submitted tender, exclusive of VAT, as itemised at Clause 5 above. Applications for variations to price shall be made in writing and in the format prescribed in the notice clause of this agreement.
Any variation as to price shall be at the discretion of RHA and must be confirmed via a written notice under this agreement. No variation to price shall be honoured without the issue of such described notice.
ACCEPTANCE AND REJECTION
RHA shall be permitted to, and receive all reasonable assistance, to inspect the Goods.
No rights under this contract shall be waived (such as the right to reject), if an inspection is not undertaken.
RHA may reject any Goods which fail to meet the requirements of this Contract by providing written notice to the Supplier, providing such notice is within a reasonable time of receiving the goods.
In the event of any Goods being rejected, RHA shall be entitled to:
The guarantee period of any goods provided shall be at least 12 months in duration, unless otherwise agreed in writing between the parties.
Any defect arising within the guarantee period shall be notified to the Supplier in wiring. Any such defect shall be remedied by the Supplier (whether by repair or replacement) as quickly as possible without cost to RHA.
Any Goods rejected or returned to the Supplier shall be done so that no cost to RHA.
PAYMENT AND CANCELLATION
In consideration of the supply and delivery of the goods by the Supplier, RHA shall pay the agreed price.
The Supplier shall submit an invoice for the Goods to the address given in the Purchase Order. The invoice shall contain the Order Number given in the Purchase Order, a full description of the goods and the price.
RHA will not be liable for Goods supplied without a valid Purchase Order.
Save where goods have not been delivered or are not in accordance with the Contract, RHA shall pay invoices received from the Supplier within 28 days.
In addition to the price, RHA shall pay the supplier the corresponding amount of VAT chargeable on the Goods supplied.
DELIVERY AND PERFORMANCE
The supplier shall deliver the goods to the address for delivery given in the purchase order.
Where the Supplier requires access to RHA premises in order to deliver the goods:
Except where otherwise agreed, delivery of the Goods shall include unloading the goods at such place and in such a manner as RHA direct.
The supplier shall deliver the goods on or before the date(s) given in the Purchase Order. Unless stated otherwise, time is of the essence for the purposes of this contract and any failure to deliver the goods by the date(s) stated shall entitle RHA to provide notice to terminate with immediate effect.
NON-DELIVERY
No payment will be made for goods that have not been received. Failure to deliver goods requested under the terms of this agreement may result in a contract notice issued under the contract management schedule.
INVOICING
RHA shall accept and process for payment an electronic invoice submitted for payment by the Supplier where the invoice is undisputed and where it complies with the standard on electronic invoicing.
For the purposes of paragraph 11.1, an electronic invoice complies with the standard on electronic invoicing where it complies with the European standard and any of the syntaxes published in Commission Implementing Decision (EU) 2017/1870.
All invoices must quote RHA’s official order number and should not be issued until the specified good or services have been delivered, unless otherwise agreed in writing by RHA.
Invoices should be emailed to [email protected]. Alternatively, invoices can be posted to Finance, RHA, 9 Compton Road Tonypandy, RCT, CF40 1BE. Payment will be made 28 days from the date of receipt of the invoice.
RETENTION OF TITLE
The title of Goods supplied under this Contract shall remain with the Supplier until payment of any invoice submitted.
ASSIGNMENT
No part of this agreement can be an assignment by either party without permission received in writing under the notice terms of the agreement.
DEFECTIVE GOODS
RHA shall provide written notification of any Defective goods received under this agreement as soon as such defect becomes apparent.
If such a defect became apparent then no payment shall be made in respect of the goods until such time as a replacement has been supplied and accepted.
Defective goods already accepted shall be replaced in a timely manner not to exceed twenty days from the date of notice being issued.
Goods received that become defective within 12 months of receipt shall be replaced or the defect rectified by the Contractor. Any associated costs of the return, replacement and repairs shall be borne by the Contractor.
LIABILITY AND INDEMNITY
The Supplier shall indemnify RHA against all actions, demands, losses, expenses and costs (including legal costs) which RHA may suffer or incur as a result of any damage to property or any injury to any person which may result directly or indirectly from any defect with the Goods, or any negligence on the part of the Supplier.
The Supplier warrants that it has in place a policy (or policies), with reputable insurers, covering all the indemnities under this contract. A copy of any such insurance policy shall be supplied at RHA upon request at the commencement of, and on an annual basis thereafter, for any Contract entered into.
CONFIDENTIALITY
The confidentially of this agreement in its entirety shall be maintained by both parties for the duration of the term and for a period of 6 years thereafter.
NOTICES
No changes shall be deemed to have been made under the terms of the Contract unless done so in the manner dictated by the contract.
Any notice issued by the parties must be in writing and by the designated representative set out below.
Notice shall be deemed to have been served:
No notice under this contract may be deemed to have been made by any other means than those stipulated.
FORCE MAJEURE
In the event that either party is prevented or is unable to perform any of its obligations under this Contract (other than an obligation of payment) due to any Act of God, Fire, Flood, earthquake, war, strike, epidemic, destruction of productions facilities, riot, materials unavailability, or any other cause beyond the reasonable control of the party invoking the section, providing such reasonable efforts have been made to mitigate its effects, then written notice may be given to the other party and performance of such obligations may be excused, and the time for the performance of the obligations may be extended for an agreed period.
If either party remains unable to perform its obligations under this contract after 90 days following the issue of the written notice, then the other party may terminate the agreement.
WAIVER
Failure if any of the parties to insist, in one or more instances, upon strict performance of any of the terms of this agreement, or to exercise nay right, option or remedy provided for, shall not be construed as a waiver or as a relinquishment of any of the rights for the future of the term.
All terms shall continue to remain in full force and effect.
No waiver by either party shall be deemed to have been made unless in accordance with the terms for Notices under this Contract.
SEVERANCE
If any of the terms of this Contract are deemed to be illegal or invalid, such provision shall be deemed to be severed and deleted.
The deletion of any such term shall not affect the remaining provisions of this Contract.
THIRD PARTY RIGHTS
A person who is not a party to this Contract may not enforce any of its terms under the Contracts (Rights of third Parties) Act 1999, but this shall not affect any right or remedy of a third party which exists apart from that Act.