Terms and Conditions of Purchase

Terms and Conditions of Purchase

Applicability

Save where the parties have entered into a separate signed contract for the purchase of goods and services, these conditions apply to the purchase of goods and services by UK Biobank Limited.

1  Interpretation

1.1  The following definitions and rules of interpretation apply in these conditions.

Company: UK Biobank Limited, incorporated in England and Wales under company number 04978912 and with registered address Units 1-2, Spectrum Way, Adswood, Stockport SK3 0SA.

Company Materials: any materials, equipment, tools or data (including any drawings and specifications) supplied by the Company to the Supplier.

Contract: the Order and the Supplier's acceptance of the Order.

Data Processor: shall have the same meaning as set out in the Data Protection Act 1998.

Data Protection Legislation: the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Goods: any and all goods agreed in the Contract to be bought by the Company from the Supplier (including any part or parts of them).

Insolvency Event: where a party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts, or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986; or a petition is filed, a notice or order is given or a resolution is passed for the winding up of a party (other than for a solvent reconstruction); or an application or order is made for the appointment of an administrator, or an administrator or receiver is appointed over a party or its assets; or any event occurs that has an effect equivalent to the foregoing; or (being a partnership) a party has a partner to whom any of the foregoing apply.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and all and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Company's written instruction to buy the Goods and/or for the supply of Services from the Supplier, incorporating these conditions.

Personal Data: shall have the same meaning as set out in the Data Protection Act 1998.

Service Levels: the service levels set out in the Service Level Agreement.

Service Level Agreement: the service level agreement (if any) appended to these conditions which sets out service levels in relation to the Services.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in any specification provided by the Company (or as otherwise agreed between the parties in writing).

Supplier: the person, firm or company who accepts the Company's Order.

1.2  A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3  The terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4  Condition headings do not affect the interpretation of these conditions.

1.5  The Service Level Agreement (where applicable) forms part of these conditions and shall have effect as if set out in full in the body of these conditions. Any reference to these conditions includes any Service Level Agreement.

1.6  A reference to writing or written includes e-mail.

2  Application of terms

2.1  Subject to any variation under condition 2.4, these conditions are the only conditions upon which the Company is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions.

2.2  Each Order shall be deemed to be an offer by the Company to purchase the Goods and/or Services subject to these conditions and no Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.

2.3  No terms or conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.

2.4  These conditions apply to all the Company's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.

3  Quality of and defects in the Goods

3.1  The Goods shall be of appropriate design, quality, material and workmanship that accords with best practice in the relevant industry, be without fault and conform in all respects with the Order and any specification supplied or advised by the Company to the Supplier and shall comply with all applicable laws and regulations and all applicable generally accepted industry standards (including any applicable British and European Standards) relating to the Goods.

3.2  The Goods shall be fit for any purpose held out by the Supplier or made known to the Supplier by the Company expressly or by implication and the Supplier acknowledges that, in this respect, the Company relies on the Supplier’s skill and judgement.

3.3  At any time prior to delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods at all times.

3.4  If the results of such inspection or testing cause the Company to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications supplied or advised by the Company to the Supplier, the Company shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.

3.5  Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Contract.

3.6  If any of the Goods fail to comply with the provisions set out in this condition 3 the Company shall be entitled to avail itself of any one or more remedies listed in condition 16.

4  Performance of Services

4.1  The Supplier shall meet any performance dates in all material respects for the Services specified in the Order or notified to the Supplier by the Company.

4.2  In providing the Services, the Supplier shall:

(a)  co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company;

(b)  perform the Services with all reasonable care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

(c)  use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;

(d)  ensure that the Services and Deliverables will conform with all descriptions and specifications set out in any specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Company;

(e)  provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f)  use goods, materials, standards and techniques that are of a quality that is appropriate to and accords with best practice in the relevant industry, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design;

(g)  obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations, including the Data Protection Legislation;

(h)  observe all health and safety rules and regulations and any other security requirements that apply at any of the Company's premises;

(i)  not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which the Company relies for the purposes of conducting its business and of which the Supplier has knowledge, or ought reasonably to have knowledge, and the Supplier acknowledges that the Company may rely or act on the Services;

(j)  hold any Company Materials in safe custody at its own risk, maintain the Company Materials until returned to the Company and not dispose or use the Company Materials other than in accordance with the Company’s written instructions or authorisations.

4.3  The Supplier shall provide the Services in accordance with the Service Level Agreement and in such manner as to meet or exceed the Service Levels.

4.4  The Supplier shall incur service credits in accordance with the provisions of the Service Level Agreement.

4.5  The Supplier shall provide records of and management reports summarising its achievements against the Service Levels at regular intervals and in accordance with any requirements set out in the Service Level Agreement.

5  Company's obligations in relation to Services

The Company shall:

(a)  provide the Supplier with reasonable access at reasonable times to the Company's premises for the purpose of providing the Services; and

(b)  provide such information to the Supplier as the Supplier may reasonably request and the Company considers reasonably necessary for the purpose of providing the Services; and

(c)  provide such of the Company Materials as are reasonably necessary for the purpose of providing the Services.

6  Indemnity and insurance

6.1  The Supplier shall keep the Company indemnified in full against all loss (including any loss of profit, loss of business, loss of opportunity, loss of reputation or depletion of goodwill), damages, injury, claims, proceedings, costs and expenses (including legal and other professional fees and expenses) awarded against, suffered, incurred or paid by the Company as a result of or in connection with:

(a)  defective workmanship, quality or materials, or any damage to property or other loss or damage arising in connection with the delivery and/or off- loading of the Goods at the Company’s premises;

(b)  any non-compliance with any legislation, regulations, standards, orders or directions applicable to the Goods and/or Services from time to time including relating to health and safety and product safety;

(c)  an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods and/or Services, or arising out of, or in connection with, the receipt, use or supply of the Services;

(d)  any failure by the Supplier to comply with its obligation under condition 20;

(e)  any claim made against the Company by a third party for death, personal injury, damage to property or other loss arising out of, or in connection with, any defects in the Goods; and

(f)  any claim made against the Company by a third party as a consequence of any direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Supplier, its employees, agents or sub-contractors.

6.2  Subject to clause 6.3, unless otherwise agreed between the parties, the liability of the Supplier and of the Company under or in connection with the Contract, whether arising from contract, negligence or otherwise, shall be limited as follows:

(a)  for loss of or damage to physical property, the limit for any one or series of connected events shall be £5 million; and

(b)  for any other liability, the aggregate liability shall be the amount that is five times the aggregate price payable to the Supplier under the Contract.

6.3  Nothing in this agreement shall limit or exclude the liability of either party for:

(a)  death or personal injury resulting from negligence;

(b)  fraud or fraudulent misrepresentation;

(c)  the indemnity contained in clause 6.1(c) (infringement of intellectual property rights);

(d)  breach of clause 20 (data protection);

(e)  breach of clause 13 (confidentiality);

(f)  breach of terms regarding title implied by s. 12 Sale of Goods Act 1979 and/or s. 2 Supply of Goods and Services Act 1982;

(g)  breach of section 2 of the Consumer Protection Act 1987; or

(h)  any liability which cannot be limited by applicable law,

to which no limit applies

6.4  For the duration of the Contract, the Supplier shall maintain in force, with a reputable insurance company, all relevant insurances, including professional indemnity insurance, employers liability insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

7  Delivery of Goods

7.1  The Goods shall be delivered, carriage paid, to the Company's place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Supplier shall off-load the Goods at its own risk as directed by the Company.