Standard Terms and Conditions for the Provision of Goods Template by 387BA9V

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									                                                  AGREEMENT

                                                             between

                          City Health Care Partnership CIC

                                                                  And


                                    (Insert Name of Provider)

                                                               for the

       (Insert Name of Goods Supplied / Service)

  CHCP CIC Contract Ref: CHCP(insert contract no.)

                                                      for the period

                                 (Insert Date) to (Insert Date)




   City Health Care Partnership CIC is a not for profit Community Interest Company responsible for providing NHS services in Hull and the East
                                                                        Riding
                                                        .Registered in England No: 0627 3905




Standard Terms and Conditions for Provision of Services                                                                                          1
                                                                 CONTENTS

1.        DEFINITIONS AND INTERPRETATION.....................................................................................3

2.        COMMENCEMENT AND DURATION ........................................................................................5

3.        MAIN CONTRACT .......................................................................................................................5

4.        PROVISION OF GOODS ............................................................................................................5

5.        DELIVERY ...................................................................................................................................6

6.        REMEDIES ..................................................................................................................................6

7.        OBLIGATION OF THE PROVIDER ............................................................................................7

8.        TITLE AND RISK .........................................................................................................................7

9.        ASSIGNEMENT AND SUB-CONTRACTING..............................................................................7

10.       CHARGES AND PAYMENT ........................................................................................................7

11.       INTELLECTUAL PROPERTY RIGHTS.......................................................................................8

12.       INSURANCE ...............................................................................................................................8

13.       LIABILITY AND INDEMNITY .......................................................................................................8

14.       MONITORING .............................................................................................................................9

15.       DISPUTE RESOLUTION.............................................................................................................9

16.       DATA PROTECTION ................................................................................................................10

17.       CONFIDENTIALITY...................................................................................................................10

18.       TERMINATION ..........................................................................................................................11

19.       CONSEQUENCES OF TERMINATION ....................................................................................12

20.       FORCE MAJEURE ....................................................................................................................12

21.       VARIATION ...............................................................................................................................12

22.       GOVERNING LAW AND JURISDICTION .................................................................................12

23.       THIRD PARTIES .......................................................................................................................12

24.       RELATIONSHIP BETWEEN PARTIES .....................................................................................12

25.       SEVERANCE ............................................................................................................................13

26.       WAIVER ....................................................................................................................................13

27.       NOTICES ...................................................................................................................................13

SCHEDULE 1 - THE GOODS ..................................................................................................................1




Standard Terms and Conditions for Provision of Services                                                                                              2
THIS AGREEMENT is dated (insert date) 2012

BETWEEN:

(1)     CITY HEALTH CARE PARTNERSHIP CIC whose principal office address is at Unit 2, Priory
        Park East, Henry Boot Way, Hull, HU4 7DY ("CHCP CIC");

AND

(2)     (INSERT PROVIDER NAME) whose principal or registered office address is at (insert
        Provider address) (the "Provider").



                    TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

1.      DEFINITIONS AND INTERPRETATION

1.1     In these Conditions, the following definitions apply:

        “ADR Notice”                       has the meaning set out in clause 9.1.3 if appropriate;

        “Business Day"                     means any day other than a Saturday, Sunday or a public
                                           holiday;

        “CEDR”                             means The Centre for Effective Dispute Resolution, the
                                           independent mediatory and dispute resolution body located at
                                           70 Fleet Street, London, England, EC4Y 1EU;

        "Charges"                          the charges payable by CHCP CIC for the supply of the
                                           Services in accordance with Clause 6;

        "CHCP CIC"                         means City Health Care Partnership CIC;

        "Commencement Date"                is the date from when this contract shall take effect and is the
                                           date in which the Provider commences delivery of the
                                           Services;

        "Conditions"                       these terms and conditions as amended from time to time in
                                           accordance with Clause 15;

        “Confidential Information”         means the terms and conditions of this Agreement, together
                                           with all information in any form or medium which is not
                                           publicly available (either in its entirety or in the precise
                                           configuration or assembly of its components), together with
                                           any copies of that information in any form or medium or any
                                           part or parts of that information including patient information,
                                           accounts, business plans, strategies and financial forecasts,
                                           tax records, correspondence, designs, drawings, manuals,
                                           specifications, customer, sales or Provider information,
                                           technical or commercial expertise, software, formulae,
                                           processes, methods, knowledge, know-how and trade
                                           secrets;

        "Contract"                         the contract between CHCP CIC and the Provider for the
                                           supply of Goods in accordance with Clause 2.2 and these
                                           Conditions;




Standard Terms and Conditions for Provision of Services                                                  3
        "CHCP CIC Materials"               has the meaning set out in Clause 3.3.9;

        "Deliverables"                     means all Documents, products and materials developed by
                                           the Provider 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);

        “Discloser”                        is the Party that owns the confidential information it discloses
                                           to the “Recipient”

        “Dispute”                          has the meaning set out in Clause 9.1;

        “Dispute Notice”                   has the meaning set out in Clause 9.1.1;


        "Document"                         includes, without limitation, in addition to any document in
                                           writing, any drawing, map, plan, diagram, design, picture or
                                           other image, tape, disk or other device or record embodying
                                           information in any form;

        “Expiry Date”                      is the date this Contract expires as defined at Clause 2.2;

        "Goods"                            means the goods (or any part of them) set out in the Order
                                           and this Contract;

        "Intellectual Property Rights" all patents, rights to inventions, utility models, copyright and
                                       related rights, trademarks, 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 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"                            means CHCP CIC's order for the supply of Goods, as set out
                                           in CHCP CIC's Purchase Order form OR in CHCP CIC's
                                           written acceptance of the Provider's quotation OR as
                                           confirmed by the content of this Contract;

        "Provider"                         means the person or firm from whom CHCP CIC purchases
                                           the Goods;

        “Recipient”                        is the Party that receives confidential information from the
                                           “Discloser”;

        "Services"                         means the services, including without limitation any
                                           Deliverables, to be provided by the Provider under the
                                           Contract as set out in the Specification; and

        "Specification"                    means the description or specification for the Services agreed
                                           in writing by CHCP CIC and the Provider.

1.2     In these Conditions, unless the context otherwise requires:




Standard Terms and Conditions for Provision of Services                                                  4
        1.2.1     a person includes a natural person, corporate or unincorporated body (whether or
                  not having separate legal personality);

        1.2.2     a reference to a party includes its personal representatives, successors or permitted
                  assigns;

        1.2.3     a reference to a statute or statutory provision is a reference to such statute or
                  statutory 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;

        1.2.4     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; and

        1.2.5     a reference to writing or written includes faxes.




2.      COMMENCEMENT AND DURATION

2.1     The Provider shall commence the provision of the Goods on (insert date). The date on which
        the Provider commences the provision of the Goods shall be the “Commencement Date”.

2.2     This Agreement shall expire on (insert date) (the “Expiry Date”), unless it is terminated
        earlier in accordance with clause 11.

2.3     CHCP CIC may at its discretion propose to the Provider that this Agreement should be
        extended in whole or in part by a period of up to (insert period) on (insert number)
        occasions.

3.      MAIN CONTRACT

3.1     Not applicable.

4.      PROVISION OF GOODS

4.1     The Provider shall, from the Commencement Date and for the duration of this Contract,
        provide the Goods to CHCP CIC in accordance with the terms of the Contract.

4.2     In providing the Goods, the Provider shall co-operate with CHCP CIC in all matters relating to
        the provision of the Goods and comply with all instructions from CHCP CIC;

4.3     The Provider shall ensure that the Goods shall:

        4.3.1     correspond with their description and any applicable Specification;

        4.3.2     be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as
                  amended) and fit for any purpose held out by the Provider or made known to the
                  Provider by CHCP CIC expressly or by implication, and in this respect CHCP CIC
                  relies on the Provider's skill and judgement;

        4.3.3     where applicable, be free from defects in design, material and workmanship and
                  remain so for 12 months after Delivery; and




Standard Terms and Conditions for Provision of Services                                              5
        4.3.4     comply with all applicable statutory and regulatory requirements relating to the
                  manufacture, labelling, packaging, storage, handling and delivery of the Goods.

4.4     The Provider shall ensure that at all times it has and maintains all the licences, permissions,
        authorisations, consents and permits that it needs to carry out its obligations under the
        Contract.

4.5     CHCP CIC shall have the right to inspect and test the Goods at any time before delivery.

4.6     If following such inspection or testing CHCP CIC considers that the Goods do not conform or
        are unlikely to comply with the Provider's undertakings at Clause 3.2, CHCP CIC shall inform
        the Provider and the Provider shall immediately take such remedial action as is necessary to
        ensure compliance.

4.7     Notwithstanding any such inspection or testing, the Provider shall remain fully responsible for
        the Goods and any such inspection or testing shall not reduce or otherwise affect the
        Provider's obligations under the Contract, and CHCP CIC shall have the right to conduct
        further inspections and tests after the Provider has carried out its remedial actions.



5.      DELIVERY

5.1     The Provider shall ensure that:

        5.1.1     the Goods are properly packed and secured in such manner as to enable them to
                  reach their destination in good condition;

        5.1.2     each delivery of the Goods is accompanied by a delivery note which shows the date
                  of the Order, the Order number (if any), the type and quantity of the Goods (including
                  the code number of the Goods, where applicable), special storage instructions (if
                  any) and, if the Goods are being delivered by instalments, the outstanding balance
                  of Goods remaining to be delivered; and

        5.1.3     if the Provider requires CHCP CIC to return any packaging material to the Provider,
                  that fact is clearly stated on the delivery note. Any such packaging material shall be
                  returned to the Provider at the cost of the Provider.

5.2     The Provider shall deliver the Goods:

        5.2.1     on the date specified in the Order, or, if no such date is specified, within 28 days of
                  the date of the Order;

        5.2.2     to the location set out in the Order, or as instructed by CHCP CIC prior to delivery
                  (Delivery Location); and

        5.2.3     during CHCP CIC's normal business hours, or as instructed by CHCP CIC.

5.3     Delivery of the Goods shall be completed on the completion of unloading the Goods at the
        Delivery Location.

5.4     The Provider shall not deliver the Goods in instalments without CHCP CIC's prior written
        consent. Where it is agreed that the Goods are to be delivered by instalments, they may be
        invoiced and paid for separately. However, failure by the Provider to deliver any one
        instalment on time or at all or any defect in an instalment shall entitle CHCP CIC to the
        remedies set out in Clause 6

6.      REMEDIES



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6.1     If the Goods are not delivered on the date they are due as referred to in Clause 5.2.1, or do
        not comply with the undertakings set out in Clause 4.3, then, without limiting any of its other
        rights or remedies, CHCP CIC shall have the right to any one or more of the following
        remedies, whether or not it has accepted the Goods:

        6.1.1     to terminate the Contract with immediate effect by giving written notice to the
                  Provider;

        6.1.2     to reject the Goods (in whole or in part) and return them to the Provider at the
                  Provider's own risk and expense;

        6.1.3     to require the Provider to repair or replace the rejected Goods, or to provide a full
                  refund of the price of the rejected Goods;

        6.1.4     to refuse to accept any subsequent delivery of the Goods which the Provider
                  attempts to make;

        6.1.5     to recover from the Provider any costs incurred by CHCP CIC in obtaining substitute
                  Goods from a third party;

        6.1.6     in the event CHCP CIC has paid in advance for Goods that have not been provided
                  by the Provider, to have such sums refunded by the Provider; or

        6.1.7     to claim damages for any other costs, loss or expenses incurred by CHCP CIC
                  which are in any way attributable to the Provider's failure to carry out its obligations
                  under the Contract.

6.2     These Conditions shall apply to any repaired or replacement Goods supplied by the Provider.

6.3     CHCP CIC's rights under the Contract are in addition to its rights and remedies implied by
        statute and common law.

7.      OBLIGATION OF THE PROVIDER

7.1      Not applicable.

8.      TITLE AND RISK

8.1     Title and risk in the Goods shall pass to CHCP CIC on completion of delivery.

9.      ASSIGNEMENT AND SUB-CONTRACTING

9.1     CHCP CIC may at any time assign, transfer, charge, subcontract or deal in any other manner
        with any or all of its rights or obligations under the Contract.

9.2     The Provider may not assign, delegate, transfer, charge, subcontract or otherwise dispose of
        all or any of its rights or obligations under the Contract without CHCP CIC's prior written
        consent.

10.     CHARGES AND PAYMENT

10.1    The Price shall be set out in the Order.

10.2    The Price is exclusive of amounts in respect of value added tax (VAT), but includes the costs
        of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless
        agreed in writing and signed by CHCP CIC.




Standard Terms and Conditions for Provision of Services                                                 7
10.3    CHCP CIC shall, on receipt of a valid VAT invoice from the Provider, pay to the Provider such
        additional amounts in respect of VAT as are chargeable on the supply of the Goods.

10.4    The Provider shall invoice CHCP CIC monthly in arrears. Each invoice shall include such
        supporting information required by CHCP CIC to verify the accuracy of the invoice, including
        but not limited to the relevant purchase order number.

10.5    In consideration of the supply of the Goods by the Provider, CHCP CIC shall pay the invoiced
        amounts within thirty (30) days of the date of a correctly rendered invoice to a bank account
        nominated in writing by the Provider.

10.6    If CHCP CIC fails to pay any amount properly due and payable by it under the Contract, the
        Provider shall have the right to charge interest on the overdue amount at the rate of three per
        cent (3%) per annum above the base rate for the time being of Barclays Bank accruing on a
        daily basis from the due date up to the date of actual payment, whether before or after
        judgment. This Clause shall not apply to payments that CHCP CIC disputes in good faith.

10.7    The Provider shall not be entitled to assert any credit, set-off or counterclaim against CHCP
        CIC in order to justify withholding payment of any such amount in whole or in part. CHCP CIC
        may, without limiting its other rights or remedies, set off any amount owing to it by the Provider
        against any amount payable by CHCP CIC to the Provider.

11.     INTELLECTUAL PROPERTY RIGHTS

11.1    In respect of any Goods that are transferred to CHCP CIC under the Contract, the Provider
        warrants that it has full clear and unencumbered title to all such items, and that at the date of
        delivery of such items to CHCP CIC, it will have full and unrestricted rights to transfer all such
        items to CHCP CIC.

11.2    The Provider assigns to CHCP CIC, with full title guarantee and free from all third party rights,
        all Intellectual Property Rights in the Goods.

11.3    The Provider shall obtain waivers of all moral rights in the products to which any individual is
        now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs
        and Patents Act 1988 or any similar provisions of law in any jurisdiction.

11.4    The Provider shall, promptly at CHCP CIC's request, do (or procure to be done) all such
        further acts and things and the execution of all such other documents as CHCP CIC may from
        time to time require for the purpose of securing for CHCP CIC the full benefit of the Contract,
        including all right, title and interest in and to the Intellectual Property Rights assigned to CHCP
        CIC in accordance with Clause 11.2.

12.     INSURANCE

12.1    For the duration of the Contract, the Provider shall maintain in force, with a reputable
        insurance company, professional indemnity insurance, product liability insurance and public
        liability insurance and any insurances required by law to cover the liabilities that may arise
        under or in connection with the Contract and shall, on CHCP CIC'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.

13.     LIABILITY AND INDEMNITY

13.1    Without prejudice to its liability for breach of any of its obligations under this Contract the
        Provider shall be liable to CHCP CIC for, and shall indemnify and keep indemnified CHCP
        CIC, its officers, servants and agents against any liability, loss (including direct loss of profit),
        damages, costs, expenses, claim or proceedings whatsoever in respect of:




Standard Terms and Conditions for Provision of Services                                                    8
            13.1.1       any loss of or damage to property (whether real or personal) including any
                         infringement of third party Intellectual Property Rights;

            13.1.2       any injury to persons, including injury resulting in death; and

            13.1.3       for any damage or liability incurred by CHCP CIC (including as a result of fraud or
                         fraudulent misrepresentation by the Provider or claims by third parties)

            that result from or arise out of the Provider's negligence or breach of contract in connection
            with the performance of this Agreement or the provision of the Goods (including the act or
            omissions of the Provider's employees, agents and Providers in the provision of the Goods),
            except in so far as such loss, damage or injury has been caused by any act or omission by, or
            on behalf of, or in connection with the instructions of CHCP CIC, its employees or agents.

13.2        Neither Party shall be liable to the other for indirect or consequential losses arising from its
            actions under this Contract.

13.3        This Clause 13 shall survive termination of the Contract.




14.         MONITORING

14.1        Not applicable.
                                            1
15.         DISPUTE RESOLUTION

15.1        If a dispute arises out of or in connection with this Contract or the performance, validity or
            enforceability of it ("Dispute") then, except as expressly provided in this Contract, the parties
            shall follow the dispute resolution procedure set out in this clause:

            [Option 1 to be used if Provider is a corporate body]

            15.1.1       either Party shall give to the other written notice of the Dispute, setting out its nature
                         and full particulars ("Dispute Notice"), together with relevant supporting
                         documentation. On service of the Dispute Notice the (insert title of day to day
                         manager) of CHCP CIC and (insert title of day to day manager) of the Provider
                         shall attempt in good faith to resolve the Dispute;

            15.1.2       if the (insert title of day to day manager) of CHCP CIC and (insert title of day to
                         day manager) of the Provider are for any reason unable to resolve the Dispute
                         within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred
                         to the chief executive of CHCP CIC and chief executive or equivalent of the Provider
                         who shall attempt in good faith to resolve it; and

            15.1.3       if the chief executive of CHCP CIC and chief executive or equivalent of the Provider
                         are for any reason unable to resolve the Dispute within thirty (30) days of it being
                         referred to them, the Parties will attempt to settle it by mediation in accordance with
                         the CEDR Model Mediation Procedure. Unless otherwise agreed between the
                         Parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a
                         Party must serve notice in writing ("ADR notice") to the other Party requesting a
                         mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation

1
    Delete option 1 or option 2 as appropriate.



Standard Terms and Conditions for Provision of Services                                                          9
                  will start not later than fourteen (14) days after the date of the ADR notice. Unless
                  otherwise agreed by the Parties, the place of mediation shall be nominated by the
                  mediator.

15.2    No Party may commence any court proceedings in relation to any dispute arising out of this
        Agreement until thirty (30) days after the appointment of a mediator, provided that the right to
        issue proceedings is not prejudiced by a delay.]

[Option 2 to be used if Provider is an individual such as a GP locum]

        [15.1.1   either Party shall give to the other written notice of the Dispute, setting out its nature
                  and full particulars ("Dispute Notice"), together with relevant supporting
                  documentation. On service of the Dispute Notice the (insert title of day to day
                  manager) of CHCP CIC and the Provider shall attempt in good faith to resolve the
                  Dispute;

        15.1.2    if the (insert title of day to day manager) of CHCP CIC and the Provider are for
                  any reason unable to resolve the Dispute within thirty (30) days of service of the
                  Dispute Notice, the Dispute shall be referred to the chief executive of CHCP CIC and
                  the Provider who shall attempt in good faith to resolve it; and

        15.1.3    if the chief executive of CHCP CIC and the Provider are for any reason unable to
                  resolve the Dispute within thirty (30) days of it being referred to them, either Party
                  may commence court proceedings pursuant to Clause 19.]

16.     DATA PROTECTION

16.1    The Provider undertakes that it will comply, and will cause its employees, agents and sub-
        contractors to comply, with the Data Protection Act 1998 and all applicable data protection
        laws in connection with the performance of its obligations under this Agreement.

16.2    The Provider agrees to indemnify CHCP CIC against any liabilities, costs and expenses that
        are incurred or arise out of its failure, or the failure of its employees, agents and sub-
        contractors, to comply with the Data Protection Act 1998 or other applicable data protection
        laws.

17.     CONFIDENTIALITY

17.1    The Party receiving Confidential Information (the “Recipient”) undertakes to keep secret and
        strictly confidential and shall not disclose any Confidential Information to any third party,
        without the Party who disclosed the Confidential Information (the “Discloser”) prior written
        consent provided that:

        17.1.1    the Recipient shall not be prevented from using any general knowledge, experience
                  or skills which were in its possession prior to the commencement of this Agreement
                  and which were not covered by any previous obligation of confidentiality; and

        17.1.2    the provisions of this Clause 17.1 shall not apply to any Confidential Information
                  which:

                  (a)    is in or enters the public domain other than by breach of this Agreement or
                         other act or omissions of the Recipient;

                  (b)    is obtained through a third party who is lawfully authorised to disclose such
                         information; or

                  (c)    is authorised for release by the prior written consent of the Discloser.




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17.2    The Provider shall not make any or permit to procure to be made any public announcement or
        disclosure (whether for publication in the press, the radio, television screen or any other
        medium) of any Confidential Information unless otherwise required by any law or any
        regulatory or governmental authority (but only to that extent) or otherwise publicise the
        existence of or disclose to any person the provisions of this Agreement without the prior
        written consent of CHCP CIC.

17.3    The provisions of this Clause 17 shall continue following termination of this Contract for any
        reason whatsoever and without limit in time.

18.     TERMINATION

18.1    Without limiting its other rights or remedies, CHCP CIC may terminate the Contract with
        immediate effect by giving written notice to the Provider if:

        18.1.1    the Provider commits a material or persistent breach of the Contract and (if such a
                  breach is remediable) fails to remedy that breach within thirty (30) days of receipt of
                  notice in writing of the breach;

        18.1.2    the Provider suspends, or threatens to suspend, payment of its debts or is unable to
                  pay its debts as they fall due or admits inability to pay its debts or (being a company)
                  is deemed unable to pay its debts within the meaning of section 123 of the
                  Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts
                  or as having no reasonable prospect of so doing, in either case, within the meaning
                  of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to
                  whom any of the foregoing apply;

        18.1.3    the Provider commences negotiations with all or any class of its creditors with a view
                  to rescheduling any of its debts, or makes a proposal for or enters into any
                  compromise or arrangement with its creditors other than (where a company) for the
                  sole purpose of a scheme for a solvent amalgamation of the Provider with one or
                  more other companies or the solvent reconstruction of the Provider;

        18.1.4    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or
                  in connection with the winding up of the Provider (being a company) other than for
                  the sole purpose of a scheme for a solvent amalgamation of the Provider with one
                  or more other companies or the solvent reconstruction of the Provider;

        18.1.5     the Provider (being an individual) is the subject of a bankruptcy petition order;

        18.1.6    a creditor or encumbrancer of the Provider attaches or takes possession of, or a
                  distress, execution, sequestration or other such process is levied or enforced on or
                  sued against, the whole or any part of its assets and such attachment or process is
                  not discharged within fourteen (14) days;

        18.1.7    an application is made to court, or an order is made, for the appointment of an
                  administrator or if a notice of intention to appoint an administrator is given or if an
                  administrator is appointed over the Provider (being a company);

        18.1.8    a floating charge holder over the assets of the Provider (being a company) has
                  become entitled to appoint or has appointed an administrative receiver;

        18.1.9    a person becomes entitled to appoint a receiver over the assets of the Provider or a
                  receiver is appointed over the assets of the Provider;

        18.1.10 any event occurs, or proceeding is taken, with respect to the Provider in any
                jurisdiction to which it is subject that has an effect equivalent or similar to any of the
                events mentioned in Clause 16.1.2 to Clause 16.1.9 (inclusive);



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        18.1.11 the Provider suspends or threatens to suspend, or ceases or threatens to cease to
                carry on, all or a substantial part of its business; or

        18.1.12 the Provider (being an individual) dies or, by reason of illness or incapacity (whether
                mental or physical), is incapable of managing his own affairs or becomes a patient
                under any mental health legislation.

18.2    Without limiting its other rights or remedies, either party may terminate the Contract at any
        time by giving the other a minimum of 3 months' written notice.

19.     CONSEQUENCES OF TERMINATION

19.1    On termination of the Contract for any reason:

        19.1.1    the accrued rights, remedies, obligations and liabilities of the parties as at
                  termination shall not be affected, including the right to claim damages in respect of
                  any breach of the Contract which existed at or before the date of termination; and

        19.1.2    Clauses which expressly or by implication have effect after termination shall continue
                  in full force and effect.



20.     FORCE MAJEURE

20.1    Neither party shall be liable to the other for any delay or failure in performing its obligations
        under the Contract to the extent that such delay or failure is caused by an event or
        circumstance that is beyond the reasonable control of that party, and which by its nature could
        not have been foreseen by such party or, if it could have been foreseen, was unavoidable,
        provided that the Provider shall use all reasonable endeavours to cure any such events or
        circumstances and resume performance under the Contract. If any events or circumstances
        prevent the Provider from carrying out its obligations under the Contract for a continuous
        period of more than 90 Business Days, CHCP CIC may terminate this Contract immediately by
        giving written notice to the Provider.

21.     VARIATION

21.1    Except as set out in these Conditions, any variation to the Contract, including the introduction
        of any additional terms and conditions, shall only be binding when agreed in writing and
        signed by CHCP CIC and the Provider.

22.     GOVERNING LAW AND JURISDICTION

22.1    This Contract and any dispute or claim arising out of or in connection with it or its subject
        matter or formation (including non-contractual disputes or claims), shall be governed by, and
        construed in accordance with, English law, and the Parties irrevocably submit to the exclusive
        jurisdiction of the courts of England and Wales.

23.     THIRD PARTIES

23.1    A person who is not a Party to the Agreement shall not have any rights under or in connection
        with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

24.     RELATIONSHIP BETWEEN PARTIES

24.1    This Agreement is a contract for the provision of Goods. The Provider is an independent
        Provider of Goods and not an employee, partner or agent of CHCP CIC. The Provider must



Standard Terms and Conditions for Provision of Services                                               12
        not represent or conduct its activities so as to give the impression that it is the employee,
        partner or agent of CHCP CIC.

24.2    Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint
        venture of any kind between the Parties, nor constitute any Party the agent of another Party
        for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in
        any way.

25.     SEVERANCE

25.1    If a court or any other competent authority finds that any provision (or part of any provision) of
        this Agreement is invalid, illegal or unenforceable, that provision or part-provision shall, to the
        extent required, be deemed deleted, and the validity and enforceability of the other provisions
        of this Agreement shall not be affected.

25.2    If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable
        and legal if some part of it were deleted, the provision shall apply with the minimum
        modification necessary to make it legal, valid and enforceable.




26.     WAIVER

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

27.     NOTICES

27.1    Any notice or other communication given to a party under or in connection with the Contract
        shall be in writing, addressed to that 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, recorded delivery, commercial courier or fax.

27.2    A notice or other communication shall be deemed to have been received: if delivered
        personally, when left at the address referred to in Clause 27.1:

        27.2.1 if sent by pre-paid first class post or recorded delivery, at 9.00 am on the Business
               Day after posting;

        27.2.2 if delivered by commercial courier, on the date and at the time that the courier's
               delivery receipt is signed; or

        27.2.3 if sent by fax, one Business Day after transmission.

27.3    The provisions of Clauses 27.1 and 27.2 shall not apply to the service of any proceedings or
        other documents in any legal action.

27.4    For the purposes of this Clause 27, "writing" shall not include e-mails and for the avoidance of
        doubt notice given under this Agreement shall not be validly served if sent by e-mail.




Standard Terms and Conditions for Provision of Services                                                  13
IN WITNESS WHEREOF the Parties have signed this Agreement on the date first above written.


PRINT NAME .......................................................................................................


SIGNED by             .......................................................................................................

for and on behalf of

CITY HEALTH CARE PARTNERSHIP CIC

Date………………………………………


PRINT NAME .......................................................................................................


SIGNED by             .......................................................................................................

for and on behalf of

(INSERT PROVIDER NAME)

Date………………………………………




Standard Terms and Conditions for Provision of Services                                                                         14
                                     SCHEDULE 1 - THE GOODS

1.      DESCRIPTION OF GOODS BEING PROVIDED

1.1

2.      SPECIAL REQUIREMENTS

2.1

3.      REVIEW

3.1     CHCP CIC and the Provider’s Personnel will meet on an annual basis to review performance
        for the previous 12 months. Nominated Authorised Officers may be called upon to provide
        feedback or attend such reviews as required.

3.2     CHCP CIC may request that the Provider or their nominated representative attend ad hoc
        meetings with the Authorised Officer and / or CHCP CIC’s Key Personnel as requested.

4.      CONTRACT PRICE


4.1     CHCP CIC agree to provide payment as per the pricing / rate mechanism specified below:


                Description of Goods                 Unit Cost        No. Required         Cost (£)




                                                                          TOTAL               £


4.2     Invoices to be submitted on a monthly basis to:

        Finance Team
        City Health Care Partnership CIC
        Unit 2
        Earls Court
        Priory Park East
        Henry Boot Way
        Hull
        HU4 7DY

        27.3    The Unit Costs will be fixed and firm for the duration of this Contract.


4.4   Payment is to be made via BACS (Bank Automated Clearing System) and the Provider
      should provide required details to CHCP CIC to facilitate BACS payment.




Standard Terms and Conditions for Supply of Goods                                            Page 1 of 9
5.      KEY PERSONNEL

5.1     CHCP CIC’s Key Personnel (s)

        5.1.1   The following person(s) are authorised to act on behalf of the CHCP CIC on all
                matters relating to the contractual management of this Contract:

                Paul Robinson
                Contracts Manager
                City Health Care Partnership CIC

                Tel:   01482 347647
                Email: paul.robinson@chcphull.nhs.uk

        5.1.2   The following person(s) are authorised to act on behalf of the CHCP CIC on all
                matters relating to the operational / financial control of this Agreement:

                (insert name)
                (insert Job Title)
                City Health Care Partnership CIC


                Tel:   (insert phone number)
                Email: (insert email address)

5.2     Provider’s Representative(s)

        5.2.1   The following person(s) are authorised to act on behalf of the Provider on all matters
                relating to the contractual, operational and financial control of this Agreement:

                (insert name)
                (insert Job Title)
                (insert Provider Name)

                Tel:   (insert phone number)
                Email: (insert email address)




Standard Terms and Conditions for Supply of Goods                                           Page 2 of 9

								
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