1. Interpretation
1.1 In these terms and conditions of purchase (Conditions) all capitalised words bear the meaning as defined in these Conditions or as set out in the Museum's Order as applicable.
1.2 References to the "Museum" shall mean the National Maritime Museum and/or National Maritime Museum Enterprises Limited as specified in the Order.
2. Contract
2.1 The Order constitutes an offer by the Museum to purchase the Goods and/or Services (both as set out and defined in the Order) in accordance with these Conditions. The Order shall be deemed accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the contract between the Museum and the Supplier for the supply of Goods and/or Services in accordance with these Conditions shall come into existence (the Contract).
2.2 The Conditions shall govern the Contract to the entire exclusion of all other terms and conditions the Supplier may seek to impose or incorporate (including, without limitation, any terms on the Supplier's order form or similar document), or which are implied by trade, custom, practice or course of dealing.
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 (Delivery Date). 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 public and bank holidays in the UK) 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. Miscellaneous
10.1 The Contract shall not be varied or modified except by an express agreement in writing signed by both parties.
10.2 The Contract is complete and constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the Goods and/or Services.
10.3 The Contract shall be governed by English Law and the courts of England and Wales shall have exclusive jurisdiction in relation to any dispute relating thereto.