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TERMS AND CONDITIONS OF SALE

UNIVERSITY OF READING

TERMS AND CONDITIONS OF SALE

The University will only do business with a Buyer on the basis of these Terms and Conditions of Sale. When a Buyer places an order with the University for either Goods or Services, it is placed subject to these Terms and Conditions of Sale.

1. GENERAL

1.1 In these Terms and Conditions of Sale:

1.1.1 "Buyer" means the individual, firm or company wishing to purchase Goods and/or Services from the University of Reading;

1.1.2 "Consumer" means any natural person who is acting for purposes other than those of his or her trade, business or profession;

1.1.3 "Contract" means the overall agreement which forms the legal contract between the Buyer and the University, and which may comprise and include some or all of the following: (i) a specifically drawn up agreement entered into between the parties, (ii) terms and conditions relating to the specific Goods and/or Services accepted by the Buyer at the time of placing an order, for example via the internet, (iii) these Terms and Conditions of Sale, (iv) any terms set out on a sales invoice, and/or (iv) the University's written confirmation of an order;

1.1.4 "Data Protection Laws" means the General Data Protection Regulation 2016/679 and the Data Protection Act 2018;

1.1.5 "Goods" means such materials, items, products and other types of goods that are to be supplied by the University in accordance with the Contract;

1.1.6 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

1.1.7 "Services" means services, including without limitation events and courses, to be provided by the University in accordance with the Contract;

1.1.8 "Terms and Conditions of Sale" means these University terms and conditions of sale;

1.1.9 "University" means The University of Reading, a higher education institution incorporated by Royal Charter in England and Wales with number RC000665 of Whiteknights House, P.O. Box 217, Whiteknights, Reading, RG6 6AH, VAT number GB 200 0126 59, and the term 'University' shall include UK subsidiaries of The University of Reading, where applicable;

1.1.10 "University Materials" means all materials, equipment, documents and other property of the University not comprising the Goods;

1.1.11 "Working Day" means a day other than a Saturday, Sunday, a public holiday in England when banks are closed for business or a University closure day;

1.1.12 "VAT" means value added tax.

1.2 Should there be any inconsistencies between any of the documents comprising the legally binding Contract between the parties, the order of precedence shall be the order set out in clause 1.1.3.

1.3 The University's written confirmation of an order constitutes an acceptance by the University to provide the Goods and/or Services described in the University's written confirmation.

1.4 These Terms and Conditions of Sale and any subsequent amendments to them issued by the University take precedence over any order form, terms and conditions of purchase or other document issued by the Buyer.

1.5 Any marketing material, sales or advertising literature produced by the University contained in the University's brochures, on its websites or other printed material are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them and shall not form part of the Contract or have any contractual force.

1.6 In carrying out the Services or providing Goods under this Contract, the University is and shall remain an independent enterprise and shall never be deemed to be an agent, partner or employee of the Buyer.

1.7 These Terms and Conditions of Sale do not apply to Consumers or students.

1.8 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.9 Any phrase introduced by 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.

1.10 The headings in these Terms and Conditions of Sale are for ease of reference only and shall not be taken into account in their interpretation or construction.

1.11 In these Terms and Conditions of Sale, except where the context indicates otherwise, the singular includes the plural and vice versa.

1.12 A reference to writing or written includes emails.

2. QUALITY OF GOODS

2.1 Except where any Goods supplied by the University are identified as being "sold as seen" and/or on an "as is" basis in which case the warranties in this clause 2.1 will not apply, the University warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

2.1.1 conform in all material respects with their description provided by the University;

2.1.2 be free from material defects in design, materials and workmanship; and

2.1.3 be fit for any purpose held out by the University.

2.2 Subject to clause 2.3, if

2.2.1 the Buyer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 2.1; and

2.2.2 the University is given a reasonable opportunity of examining the Goods; and

2.2.3 the Buyer (if asked to do so by the University) returns such Goods to the University's place of business at the Buyer's cost,

the University is satisfied that the Goods are defective or otherwise do not comply with the warranty at clause 2.1, the University shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

2.3 The University shall not be liable for the Goods' failure to comply with the warranties in clause 2.1 if:

2.3.1 the Goods provided are of a perishable nature, in which case a warranty period of 48 hours applies;

2.3.2 in the University's reasonable opinion, the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

2.3.3 the Goods differ from their description provided by the University as a result of changes made to ensure they comply with applicable statutory or regulatory standards or requirements;

2.3.4 the Buyer alters or repairs such Goods without the written consent of the University;

2.3.5 the defect arises because the Buyer failed to follow the University's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

2.3.6 the Buyer makes any further use of the Goods after giving notice in accordance with clause 2.2.

2.4 Except as provided in this clause 2, the University shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranties set out in clause 2.1.

3. DELIVERY, RISK AND TITLE

3.1 The date of delivery of the Goods or performance of the Services shall be as specified in the Contract unless agreed otherwise in writing between the Buyer and the University.

3.2 Except where it has been agreed that the Buyer will collect the Goods from the University's premises or such other location as may be advised prior to delivery, delivery of the Goods and/or Services to the Buyer shall be made to the place specified in the Contract or as subsequently agreed between the parties. If no place of delivery is specified in the Contract the Buyer will be expected to collect the Goods from the University's premises.

3.3 If the Buyer requests a particular means of delivery different from that normally used by the University, any additional cost will be billed to the Buyer.

3.4 Any dates quoted for delivery are approximate only and the date and/or time of delivery is not of the essence. The University shall not be liable for any delay in the delivery of the Goods and/or the performance of any Services that are caused by a Force Majeure Event, or the Buyer's failure to provide the University with adequate delivery instructions, or any other instructions that are relevant to the supply of the Goods and/or the performance of the Services.

3.5 Risk of loss and damage of Goods passes to the Buyer on delivery or collection (as the case may be). If a carrier is used to deliver the Goods, delivery by the University to a carrier shall constitute delivery to the Buyer.

3.6 Title in the Goods shall not pass to the Buyer until the University receives payment in full (in cash or cleared funds) for the Goods.

3.7 If the Goods are to be delivered, or the Services to be performed by instalments, the Contract will be treated as a single contract and not severable.

3.8 All Goods must be adequately protected against damage and deterioration in transit and delivered carriage paid. Insurance should be arranged by the Buyer.

3.9 Until title to the Goods has passed to the Buyer:

3.9.1 the University may at any time without prior notice to the Buyer repossess and resell the Goods if any of the events in clause 12.1.3 occur or if the amounts due for the Goods in question have not been paid within 30 days of the due date; and

3.9.2 the Buyer shall store the Goods in a proper manner and maintain them in satisfactory condition without charge to the University and ensure they are clearly marked as belonging to the University.

4. ACCEPTANCE OF GOODS

4.1 It is the Buyer's responsibility to verify the quantity and condition of the Goods upon receipt or collection (as the case may be) and, in case of non-arrival, damaged or missing items, to notify and file a claim with the carrier and inform the University in writing within three Working Days of receipt (retaining all relevant packaging and documentation). Save in the circumstances referred to above, and subject to the provisions set out in clause 2.1 (warranty period), the Buyer will be deemed to have accepted the Goods.

4.2 If the Buyer believes that the Goods are defective and it has informed the University within three Working Days of receipt or collection (as the case may be) of the Goods, and if the University is satisfied that the fault can reasonably be shown to have arisen before the Goods left the University's premises, the University will at its sole discretion either refund the price for the defective Goods in full, or provide an equivalent replacement. The University reserves the right to request that the Buyer returns the Goods at its own cost before refunding the price or providing an equivalent replacement.

5. SUPPLY OF SERVICES

5.1 The University shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

5.2 The University shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the University shall notify the Buyer in any such event.

6. PRICES, TAX AND INVOICING

6.1 The prices invoiced for the Goods and/or Services ordered by the Buyer are those in effect on the date the Buyer's places its order.

6.2 The price shall be exclusive of VAT and any delivery charges, unless specifically stated otherwise.

6.3 Where any taxable supply for VAT purposes is made under the Contract by the University to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the University, pay to the University such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment for the supply of the Services or Goods.

6.4 VAT and delivery charges, where applicable, shall be shown separately on all invoices.

6.5 The University shall be entitled to invoice the Buyer at any time after acceptance of the Buyer's order has been confirmed in writing by the University.

6.6 All payments to be made by the Buyer for the Goods and/or Services shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a Buyer is compelled to make any such deduction, it will pay to the University such additional amounts as are necessary to ensure receipt by the University of the full amount which it would and should have received but for the deduction.

7. PAYMENT AND RECOVERY OF AMOUNTS DUE

7.1 Unless a different payment date is stated on the sales invoice, payment is due in full within 30 days of the invoice date.

7.2 Payment methods will be communicated on the invoice.

7.3 In the event of late payment, the University reserves the right to take some or all of the following actions at the University's sole discretion at any time during the period that payment is outstanding:

7.3.1 the University may refer the Buyer's debt for action in the County Courts. This could result in the Buyer having to pay Court costs and Court fees (or other fees) as directed by the County Court;

7.3.2 where applicable, the University may charge the Buyer interest on the outstanding balance at 8% above the Bank of England base rate in force from time to time together with the fixed cost for recovery of late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1988.

7.3.3 the University may charge the Buyer for its reasonable costs incurred by the University in recovering the debt, including trace fees, process server fees, other agents fees, administration costs and court costs plus all legal costs incurred by the University.

7.4 Failure to pay the amount(s) due pursuant to the Buyer's order in full may also result in the order being cancelled, Goods not being delivered and/or the Services not being provided, or only provided in part, or being delayed, at the University's sole discretion.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Terms and Conditions of Sale shall limit or exclude the University's liability for:

8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 any matter in respect of which it would be unlawful for the University to exclude or restrict liability.

8.2 Subject to clause 8.1:

8.2.1 the University shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

8.2.2 the University's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to the price of the Goods and/or Services.

8.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9. INTELLECTUAL PROPERTY

9.1 All pre-existing Intellectual Property Rights utilised in the delivery of this Contract shall remain with the original owner and shall not be transferred by the operation of this Contract, unless specifically agreed otherwise in writing.

9.2 Subject to clause 9.1, all Intellectual Property Rights in, arising out of, or in connection with the Goods and/or Services shall be owned by the University (or its licensors if applicable), unless specifically agreed otherwise in writing between the parties.

9.3 All University Materials are the exclusive property of the University (or its licensors), including without limitation all Intellectual Property Rights therein.

10. CONFIDENTIALITY, DATA PROTECTION AND FREEDOM OF INFORMATION

10.1 Subject to clause 10.2, both parties shall treat all information that they have access to as a result of this Contract as confidential and shall not disclose it to any other party without the written authority of the other party, unless required to do so by law, or unless such information is already in the public domain through no fault of the receiving party.

10.2 The Buyer accepts that the University may be required under the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 to disclose such any information provided by the Buyer to other parties. In such cases, the Buyer accepts that the University will not be held liable for any resulting impacts to the Buyer's business incurred as a result of such disclosure.

10.3 The Parties do not intend to transfer any personal data to each other further to the Contract. Should the circumstances change and the parties do intend to transfer personal data to each other, the parties shall enter into a data processing agreement setting out the obligations and responsibilities of the parties further to the Data Protection Laws. Notwithstanding the forgoing, the parties agree that any personal data processed pursuant to the Contract will be processed fairly and lawfully by the parties in accordance with the Data Protection Laws. Each party warrants that it has in place and undertakes to observe appropriate technical and contractual measures to ensure the security of the personal data and to guard against unauthorised or unlawful access to or processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.

10.4 The provisions of this clause 10 shall apply both during and after its termination.

11. FORCE MAJEURE

11.1 For the purposes of this Contract a Force Majeure Event means an event beyond the reasonable control of the University, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors.

11.2 The University shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.3 If the Force Majeure Event prevents the University from providing any of the Services and/or Goods for more than four weeks, the University shall without limiting its other rights and remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

12. TERMINATION

12.1 The Contract shall be terminated if:

12.1.1 either party is in breach of the Contract, where such breach is incapable of remedy;

12.1.2 either party is in breach of the Contract, where such breach is capable of remedy but after being given a reasonable period to rectify the breach, the party in breach fails to do so;

12.1.3 either party becomes insolvent or makes an arrangement with its creditors (or being an individual) becomes bankrupt or (being a company) has an administrative receiver of an administrator appointed or commences to be wound up (other than for the purposes of bona fide solvent amalgamation or reconstruction); or

12.1.4 there is a change in "control" (within the meaning in Section 416 Income and Corporate Taxes Act 1988) of a party;

12.1.5 either party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

12.2 Without limiting its other rights or remedies, the University may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.

12.3 Without limiting its other rights or remedies, the University may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the University if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 12.1, or if the University reasonably believes that the Buyer is about to become subject to any of them.

12.4 The Contract should state any applicable duration of the agreement. Where no duration is noted, the Contract shall be considered terminated by both parties following the supply of the Goods or performance of the Services described in the Contract.

12.5 On termination of the Contract for any reason:

12.5.1 the Buyer shall immediately pay to the University all of the University's outstanding unpaid invoices and any interest due, and in respect of Services supplied but for which no invoice has yet been submitted, the University shall submit an invoice, which shall be payable by the Buyer immediately upon receipt;

12.5.2 the Buyer shall return (or at the University's direction securely destroy) all of the University Materials and any confidential information;

12.5.3 the accrued rights and remedies of the parties as at termination shall not be affected;

12.5.4 conditions which expressly or by implication are to have effect after termination shall continue in full force and effect.

12.6 If the parties are unable to reach agreement on a dispute or disagreement arising from the Contract, the matter shall be referred to an independent arbitrator. The arbitrator shall be agreed on by the Buyer and the University within thirty days, or in default of such an agreement, be nominated by the President of the Law Society of England and Wales.

13. MISCELLANEOUS

13.1 Rights and obligations under the Contract are not to be assigned by the Buyer without the prior written consent of the University.

13.2 No variation to the Contract shall be effective unless such variation is in writing and signed by both parties.

13.3 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.4 A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.5 Each party will use an appropriate communication medium, including email, in their day-to-day communication with each other, but any notice to be served by either party under or in connection with the Contract shall be:

13.5.1 in writing, addressed to the relevant party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or recorded delivery, or by commercial courier, or by email which in the case of notices to be delivered the University must be sent to legalservices@reading.ac.uk;

13.5.2 deemed to have been received: if delivered personally, when left at the address referred to in clause 13.5.1, if sent by pre-paid first class post or recorded delivery, at 10:00 on the second Working Day after posting, if delivered by commercial courier, on the date and at the time that the courier's receipt is signed or, if sent by email at 09:00 on the next Working Day after the email is sent, or earlier if the intended recipient has confirmed receipt (either specifically or by conduct).

13.6 If any provision of the Contract is found by any court, tribunal or other administrative body of competent jurisdiction to be unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness, be deemed severable and the remainder of the provisions shall continue in full force and effect

13.7 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the University which is not set out in the Contract.

13.8 These Terms and Conditions of Sale and the Contract are governed by English Law.

13.9 The English courts have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.


Issued: September 2019