1. Interpretation
1. In these Conditions, all capitalised words bear the meaning as defined in these Conditions or refer to the details set out in the Museum’s Order as applicable.
2. Contracting Party, Status of the Conditions
2.1 References in these Conditions to the “Museum” shall mean the National Maritime Museum and/or National Maritime Museum Enterprises Limited as specified in the Order.
2.2 The Conditions shall govern the Contract to the entire exclusion of all other terms and conditions.
3. Quality and Defects of Goods
3.1 The Supplier warrants to the Museum that the Goods shall:
(a) be of the best available design, material, and workmanship;
(b) be without fault;
(c) be fit for their intended purpose;
(d) not damage the property or premises of the Museum;
(e) be in accordance with any applicable laws from time to time in force; and
(f) conform in all respects with the Order and any specifications advised by the Museum to the Supplier.
3.2 The Supplier shall not deliver the Goods by instalments except with the prior written consent of the Museum.
3.3 The Museum shall not be obliged to safeguard or return to the Supplier any packaging or packing materials for the Goods, whether or not any of the Goods are accepted.
3.4 The Museum's rights under these Conditions are in addition to those implied in favour of the Museum by the Sale of Goods Act 1979 (as may be revised from time to time).
4. Supply of Services
4.1 The Supplier warrants to the Museum that the Supplier shall:
(a) provide the Services with all due caret skill, efficiency, economy and diligence and in accordance with good industry practice and Using suitably qualified and experienced members of staff;
(b) make no delivery of materials, plant or other equipment nor commence any work on the Museum's premises without obtaining the Museum's prior consent;
(c) not damage the property or premises of the Museum in performing the Services (and/or installing and/or removing materials, plant or other equipment);
(d) perform the Services in compliance with the requirements of all applicable laws from time to time in force; and
(e) on completion of the Services, remove alt plant, equipment, unused materials and rubbish and shall leave the Museum's premises in a neat and tidy condition.
4.2 The Supplier is deemed to have inspected the premises at which the Services are to be carried out.
4.3 The Supplier shall keep for 6 years after the Contract has been completed or terminated, full and accurate records of all employees involved in the-Contract and all expenses claimed, hours worked and costs incurred by such employees in relation to the Contract. The Supplier shall allow the Museum access to the same at all reasonable times.
4.4 If instructed by the Museum, the Supplier shall provide to the Museum names and addresses of persons involved with the Contract, specifying the capacities in which they are so involved and giving such other information as the Museum may reasonably require. If the Museum gives the Supplier notice that any person is not to be involved in the Contract, the Supplier shall comply with such notice and shall replace any person removed with another suitably qualified person. The Supplier shall take all steps required by the Museum to prevent unauthorised persons being admitted to the Museum's premises.
4.5 The Museum may at any time during the provision of the Services order the removal from the Museum's premises of any materials, plant or other equipment which, in the opinion of the Museum, are either hazardous or not in accordance with the Contract and the Supplier shall immediately remove and replace the same to the Museum's satisfaction.
5. Delivery
5.1 The Supplier shall deliver the Goods and/or start and complete performance of the Services in accordance with the Delivery Date(s) set out in the Order (and if no date(s) is/are specified, within 28 days of the Date of Order). Time for delivery of the Goods and/or performance of the Services shall be of the essence.
5.2 The Goods shall be delivered, carriage paid, during the hours 0900 to 1700 Monday to Friday (excluding Bank Holidays) to the address specified in the Order. The Supplier shall off-load the Goods at its own provision of the Services cost and risk as directed by the Museum.
5.3 The Supplier shall ensure that the Goods are securely packaged and clearly marked in accordance with any delivery details set out in the Order.
5.4 If the Goods are not delivered and/or or the Services are not provided on the Delivery Date and/or are defective, the Museum shall have the right to: cancel the Contract in whole or part; refuse to accept the Goods and/or Services (and further Goods and/or Services); recover reasonable costs from the Supplier (including any costs incurred for procuring substitute Goods and/or Services); and claim damages for any additional costs incurred that are attributable to the Supplier's failure to deliver.
5.5 Where the Museum agrees in writing to accept delivery by instalments, the Contract shall be construed as a single contract in respect of each instalment. Nevertheless, a failure to deliver one instalment shall be grounds to apply the rights under Clause 5.4 in respect of the whole Contract.
5.6 If Goods and/or or the Services are delivered to the Museum in excess of the quantities set out in the Order, the Museum shall not be bound to pay for the excess which shall remain at the Supplier's risk and be returnable at the Supplier's expense.
5.7 The Museum shall have 28 days following delivery (or after any latent defect in the Goods and/or or the Services has become apparent) to inspect the Goods and/or Services and if the Goods and/or or the Services are found to be defective and/or are not in accordance with the Contract, the Museum may reject the Goods and/or or the Services and treat them as they had not been accepted.
6. Risk/Property
6.1 Risk of the Goods shall pass from the Supplier to the Museum when delivery is complete (including off-loading and stacking).
6.2 Ownership of the Goods will pass with risk or upon payment for the Goods (or applicable instalment) by the Museum (whichever is earlier).
6.3 Where the Museum rejects the Goods, the Supplier shall have 14 days from the date of notification to collect the Goods and/or to remove any materials, plant or other equipment (as applicable) from the Museum, after which date the Museum may have the Goods and/or materials, plant or other equipment returned at the Supplier's cost. The Museum shall not be responsible for any damage to the Goods and/or materials, plant or other equipment.
7. Indemnity and Insurance
7.1 The Supplier shall keep the National Maritime Museum and National Maritime Museum Enterprises Limited indemnified in full against all direct, indirect and consequential liabilities, losses, damages, injury, costs and expenses (including professional fees) suffered as a result of or in connection with:
(a) any breach of the Contract (including any third party claim against the National Maritime Museum and/or National Maritime Museum Enterprises Limited as a result of the breach); and
(b) any damage to the Museum's property or premises caused by the Supplier.
7.2 The Supplier will put in place and maintain with a reputable provider an insurance policy up to an amount sufficient to meet its liabilities in full under the Contract. The Supplier shall provide evidence of all such insurance cover to the Museum on request.
8. Price
8.1 The Price shall be as stated in the Order and unless stated otherwise shall be exclusive of any applicable VAT (which shall be payable by the Museum in addition subject to receipt of a valid VAT invoice) and inclusive of all other charges (including delivery). The Museum shall not accept any variation in the price or extra charges.
9. Payment
9.1 The Supplier shall ensure that the Price invoiced reflects all discounts or special terms negotiated by or granted to any consortium or group to which the Museum belongs.
9.2 Provided the Goods and/or Services have been supplied in accordance with the provisions of the Contract, the Museum shall pay the Price within thirty (30) days of the date of receipt of a valid VAT invoice addressed as specified in the Order.
9.3 The Museum shall not accept and so will not be bound by any proforma invoices submitted by the Supplier. Invoices shall be valid only if they quote the Order number, Order Date, department and individual requesting the Order. A separate invoice must be raised in respect of each Order. Where an Order is delivered in instalments, the invoice shall only be raised once the whole Order has been delivered. Time for payment shall not be of the essence of the Contract.
9.4 Without prejudice to any other right or remedy, the Museum reserves the right to set-off any amount owing to the Museum against any amount payable by the Museum under the Contract.
9.5 If any sum under the Contract is not paid by the date for payment then, without prejudice to the parties' other rights under the Contract, that sum shall bear interest from the due date until payment is made in full at 3% per annum.
9.6 The Supplier is not entitled to suspend deliveries of the Goods or specified in the Order as a result of any sums being outstanding.
10. Confidentiality
10.1 The Supplier shall keep in strict confidence all information of a confidential nature regarding the National Maritime Museum and/or National Maritime Museum Enterprises Limited or its or their agents which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to the Museum and shall ensure that such employees, agents
or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
10.2 The Museum reserves the right to disclose such details of the Contract and any other information provided by or on behalf of the Supplier as the Museum, acting at its sole discretion, shall determine to fall within the scope of information covered by the Freedom of Information Act 2000.
11. Intellectual Property
11.1 All intellectual property rights in all drawings, specifications, information and other materials supplied by the Museum to the Supplier shall remain the property of the Museum and the Supplier is hereby granted a licence to use the same but only for the purposes of providing the Goods and/or the Services.
11.2 The Supplier warrants that the performance of the Contract will not infringe the intellectual property rights of any person.
11.3 All intellectual property rights in any drawings, specifications or other information produced by or on behalf of the Supplier in relation to the Goods and/or the Services are hereby assigned to and shall become the property of the Museum.
12. Termination
12.1 The Museum may terminate the Contract (in whole or part):
(a) in accordance with Clause 5.4;
(b) in the event that the Supplier materially breaches any Clause of this Agreement and does not remedy the breach within 30 days of being given notice;
(c) in the event that the Supplier becomes insolvent, subject to an administration order or goes into liquidation, has a receiver appointed of any of its property assets, ceases or threatens to cease, to carry on business or if the Museum reasonably believes that any of the events specified above, may occur; and
(d) by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and the Museum shall pay to the Supplier fair and reasonable compensation for evidenced work-in-progress (if any) at the time of termination (which shall exclude anticipated profits/consequential loss).
13. Remedies
Without prejudice to any other right or remedy which the Museum may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract the Museum shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by the Museum:
(a) to rescind the Order;
(b) to reject the Goods and/or Services (in whole or in part) and (in respect of Goods) return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund of the Price shall be paid forthwith by the Supplier;
(c) to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods and/or the Services or to supply replacement Goods and/or Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d) to refuse to accept any further deliveries of the Goods or provision of Services without any liability to the Supplier;
(e) to carry out at the Supplier’s expense any work to make the Goods and/or the Services comply with the Contract or to remedy the breach; and
(f) to claim such damages as may have been sustained in consequence of the Supplier’s breach or breaches of the Contract.
14. Assignment and subcontracting
14.1 The Supplier shall not be entitled to assign the Contract or any part of it without the prior written consent of the Museum.
14.2 The Museum may freely assign the Contract.
14.3 The Supplier shall not be entitled to sub-contract any of its obligations under the Contract without the prior written consent of the Museum.
15. Anti-bribery
The Supplier shall not give or receive, or offer or agree to give or receive, to any employee or representative of the Museum any gift or consideration of any kind as an inducement or reward for doing or refraining from doing any act in relation to the obtaining of the Contract or would otherwise breach the Bribery Act 2010 or any other applicable legislation.
16. Health and Safety
The Supplier warrants that it has satisfied itself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods and/or Services to ensure that the Goods and/or Services are provided so as to be safe and without risk to the health and safety of persons using or exposed to the performance of the same and that it has made available to the Museum adequate information about the use for which the Goods and/or performance of the Services have been designed and any conditions necessary to ensure that use and/or performance will be safe and without risk to health.
17. General
17.1 Nothing in this Contract shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between the Museum and the Supplier. The Supplier shall have sole responsibility for the wages, taxes etc payable to its staff and hereby indemnifies the Museum against any liabilities relating to their employment (including any liabilities under TUPE).
17.2 Each right or remedy of the Museum under the Contract is without prejudice to any other right or remedy of the Museum whether under the Contract or not.
17.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of the above, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
17.4 Failure or delay by the Museum in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed exclusively by English law.
17.7 All notices under the Contract shall be given in writing to the address stated in the Order (or otherwise notified by the applicable party to the other party in writing).
17.8 Where the Supplier is comprised of two or more persons, partners or companies all liability under this Contract shall be assumed jointly and severally by each person, partner or company.
17.9 The Supplier warrants that it has complied with all relevant legislation in performing its obligations under this Contract.
17.10 The Supplier will comply with all reasonable instructions and/or policy or procedure documents of the Museum relating to the Contract.