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General Conditions of Contract

Contract - Terms & Conditions
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  1. DEFINITIONS

    1.1 In these terms the following words have the following meanings:

    “LJLA” Liverpool Airport Limited, trading as Liverpool John Lennon Airport, (registered in England with number 2116704)

    “Contract” an Order for the purchase of Equipment and/or Services subject to these terms and conditions together with the Specification;

    “Good Industry Practice” the exercise of that degree of skill, care and diligence which would ordinarily be expected from a skilled and experienced person providing such Equipment or Services under a Contract;

    “Group” in relation to a company, that company and any of that company’s subsidiaries and holding companies, and any subsidiaries of any of its holding companies each of “holding company” and “subsidiary” having the meaning given to those terms by Section 1159 of the Companies Act 2006 and any company controlling, controlled by or in common control with the Company;

    “Order” an LJLA purchase order incorporating these Terms and any Specification;

    “LJLA Specification“ the LJLA specification/description of the Equipment and/or Services required including any plans, drawings or data;

    “Equipment” means the equipment agreed in the Contract to be purchased by LJLA from the Supplier LJLA will have the right to re-sell the Equipment to its end customer where the Equipment is purchased for resale;

    “Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get up, rights in good will or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation 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.

    “Software” any and all computer programs and computer software (of whatever type and in whatever form or media) installed on or supplied with the Equipment at the time of its delivery and either necessary for its operation in the manner contemplated by LJLA or otherwise referred to in the Order;

    “Use” in relation to the Software, includes the right to use the Software on the Equipment and any back-up or standby equipment, to take such copies as are necessary for its operation in the manner contemplated by LJLA or otherwise referred to in the Order, LJLA will have the right to sub-license the Use of the Software to its end customer where the Equipment is purchased for resale;

    “Price” the price payable by LJLA for the Equipment and/or Services as specified in the Order; “Services” the services (including any part thereof) described in an Order;

    “Supplier” the supplier of the Equipment and/or Services;

    “Specification” the LJLA Specification or the specification of the Equipment and/or Services provided by the Supplier and agreed with LJLA;

    “Terms” these terms and any additional terms agreed in writing between LJLA and the Supplier.

    1.2  Any reference in these Terms to a statute or a provision of a statute will be construed as a reference to that statute or provision as amended re-enacted or extended and includes any relevant subordinate legislation in force at the relevant time.

    1.3  In these Terms where the context so admits: ”person” includes a firm and any entity having legal capacity; any term importing gender will include any gender; any term importing the singular includes the plural and vice versa. Use of the word “includes”, “including” or similar is illustrative only and does not limit the meaning of the word or words preceding it.

  2. BASIS OF PURCHASE

    2.1  These Terms are the only Terms upon which LJLA is prepared to contract with the Supplier and they govern the Contract to the entire exclusion of all other terms and conditions including but not limited to any terms and conditions contained in the Suppliers’ packing/delivery note, order acceptance and/or invoice.

    2.2  No variation or addition to the Contract will be effective unless agreed in writing between the duly authorised representatives of the parties.

  3. EQUIPMENT AND SERVICES

    3.1  The quantity, quality and description of the Equipment and/or Services will, subject to these Terms, be as specified in the Order.

    3.2  The Supplier will manufacture, package and deliver the Equipment and/or supply the Services in accordance with these Terms, Good Industry Practice and all applicable laws and regulations and obtain all necessary licenses and consents. The Supplier shall also notify LJLA as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services.

    3.3  The Supplier will meet any performance / delivery dates in respect of the Equipment and/or Services specified in the Order and the Supplier will allocate sufficient resources to the delivery of the Equipment and/or Services to enable it to comply with this obligation. If the Supplier fails to do so LJLA may (without prejudice to any other rights it may have):

    3.3.1  terminate the Contract in whole or in part without liability to the Supplier;

    3.3.2  refuse to accept any subsequent performance of the Services and/or delivery of the Equipment that the supplier attempts to make;

    3.3.3  purchase substitute Equipment and/or Services elsewhere;

    3.3.4  hold the Supplier accountable for any loss and additional costs incurred by LJLA; and

    3.3.5  have refunded by the Supplier all sums previously paid by LJLA to the Supplier under the Contract .

    3.4  The Supplier will;

    3.4.1  co-operate with LJLA at all times when carrying out its responsibilities under the Contract ;

    3.4.2  subject to the prior written approval of LJLA, appoint or, at the written request of LJLA, replace without delay the Supplier's manager, who will have authority under the Contract contractually to bind the Supplier on all matters relating to the Services and provide key personnel for the performance of the Services;

    3.4.3  procure the exclusive availability of the Supplier's team to provide the Services on such days and at such times as LJLAI may reasonably require;

    3.4.4  allow LJLA to inspect and test the Equipment during manufacture, processing or storage prior to dispatch, and the Supplier will provide LJLA with the facilities necessary to do so. If within seven (7) days of inspection or testing, LJLA informs the Supplier that the Equipment do not comply in all respects with the Contract, then the Supplier will take such steps as LJLA reasonably requires to ensure compliance. In respect of inspection after delivery, Term 7.6 shall apply.

    3.5  Equipment will be marked by the Supplier in accordance with the instructions of LJLA or the carrier and be packed and secured properly to ensure they reach their destination undamaged.

  4. INTELLECTUAL PROPERTY RIGHTS

    4.1  The Supplier assigns to LJLA, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the Equipment or the Services.

    4.2  Neither the Supplier’s name nor their Trademark is to appear on Equipment which are made to LJLA’s Specification without LJLA’s prior permission.

    4.3  All Intellectual Property Rights in any LJLA Specification are the exclusive property of LJLA. The Supplier will not disclose to any third party or use such LJLA Specification except to the extent necessary to perform its obligations under the Contract or to comply with the law.

    4.4  The Supplier shall, promptly at LJLA's request, do or procure to be done all such further acts and things and the execution of all such other documents as LJLA may from time to time require for the purpose of securing for LJLA the full benefit of the Contract, including all right, title and interest in and to the intellectual property rights and all other rights assigned to LJLA in accordance with condition 4.1

  5. PRICE

    The Price will, unless otherwise stated, be in pounds sterling and shall be exclusive of VAT and inclusive of all charges for packing, packaging, shipping, carriage, insurance and delivery of the Equipment and any duties, imports or levies other than VAT.

  6. TERMS OF PAYMENT

    6.1  The Supplier may invoice LJLA on or after delivery of the Equipment or performance of the Services or where specified in the Order in accordance with the Order. Invoices will quote the Order number and will state the amount due in sterling.

    6.2  LJLA will pay correct invoices by sixty days net month end of receipt of the invoice, provided that the Equipment and/or Services that have been invoiced have been provided in accordance with the Contract. LJLA may set off against and deduct from the Price any sums owed to LJLA by the Supplier. Interest on any outstanding payments shall be charged daily at a rate equal to the base rate of National Westminster Bank PLC from time to time.

  7. DELIVERY AND PROVISION OF EQUIPMENT AND/OR SERVICES

    7.1  The Equipment will be delivered and/or the Services will be performed at the site on the date or within the period stated in the Order in either case during LJLA’s business hours, (Monday to Friday 0900hrs to 1700hrs excluding public holidays) unless agreed otherwise.

    7.2  Where the date of delivery of the Equipment and/or time of provision of the Services is specified after the placing of the Order, the Supplier will give LJLA reasonable notice of the specified date.

    7.3  Time of delivery of the Equipment and/or provision of the Services is of the essence of the Contract. In the event that LJLA accepts late delivery of any Equipment or the late performance of any Services, the Price for the relevant Equipment or Services shall be reduced by 2% for each week that delivery or performance has been delayed, subject to a maximum reduction of 10%.

    7.4  A packing note quoting the Order number must accompany each delivery or consignment of Equipment and must be displayed prominently.

    7.5  If Equipment and/or Services are to be provided by installments the Contract will be treated as a single contract and not severable.

    7.6  LJLA will be entitled to reject any Equipment not in accordance with the Contract. LJLA will not be deemed to have accepted any Equipment until it has had an opportunity to inspect them following delivery or, in respect of latent defects, within a reasonable time after any such latent defect in the Equipment has become apparent. On rejecting any Goods, LJLA will give will give the Supplier notice of rejection and will return the Equipment at the Supplier’s risk and expense.

    7.7  The Supplier will on delivery provide LJLA with any instructions or other information required to enable LJLA to accept delivery and make full and proper use of the Equipment and/or the Services.

    7.8  The signature of any officer or employee of LJLA given on any delivery note or similar documentation will be evidence only of the number of packages received. It is not evidence that the correct quantity has been delivered or that the Equipment delivered are in good condition or that LJLA accepts any changes to the terms to the Contract that may be included on the delivery note.

    7.9  All Orders are placed by LJLA on condition that spare parts and identical replacements for the Equipment will be available to LJLA at fair and reasonable prices for a period of 7 years from the date of the Order and that prior to such Equipment or spare parts being made obsolete the Supplier will give at least twelve months written notice to LJLA

  8. SOFTWARE LICENCE

    With respect to any Software or any works produced by the Services, the Supplier grants LJLA an irrevocable, perpetual, royalty free licence to Use such software with the relevant Equipment or works and, in the event of LJLA reselling the Equipment or works, the Supplier authorises LJLA to grant an equivalent licence to Use the Software to any person purchasing the Equipment and/or works from LJLA.

  9. RISK AND PROPERTY

    9.1  Risk of damage to or loss of the Equipment will pass to LJLA upon physical delivery in accordance with the Contract. Ownership of the Equipment will pass with full title guarantee to LJLA upon delivery unless payment for the Equipment is made prior to delivery, when it will pass to LJLA once payment has been made and the Equipment have been appropriated to the Contract.

  10. WARRANTIES AND LIABILITY

    10.1  The Supplier warrants to LJLA that the Equipment will:

    10.1.1  be of satisfactory quality (within the meaning of the Sale and Supply of Equipment Act 1994) and fit for any purpose held out by the Supplier or made known to the Supplier when the Order is placed;

    10.1.2  be free from defects in design, materials and workmanship and will remain so for a period of not less than 18 months after delivery;

    10.1.3  correspond with any Specification, any sample and any description in the Order;

    10.1.4  comply with all applicable laws and all applicable harmonised European standards or if such standards do not exist with the latest applicable specification of the International Standards organisation or the British Standards Institution.

    10.2  The Supplier warrants to LJLA that the Services will be supplied in accordance with Good Industry Practice and will comply with all applicable legislation and regulations and Specifications.

    10.3  Without prejudice to any other remedy in law or under this Contract if any Equipment and/or Services are not supplied in accordance with the Contract, then LJLA may:

    10.3.1  require the Supplier to supply replacement Equipment or to re-supply the Services within 7 days;

    10.3.2  treat the Contract as repudiated by the Supplier’s breach, claim damages and require the repayment of any part of the Price previously paid; or

    10.3.3  require the Supplier to pay to it any costs, losses, damages or expenses suffered by LJLA as a consequence of such failure.

    10.4  The Supplier indemnifies LJLA on demand and will keep LJLA fully and effectively indemnified from and against all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses awarded against or incurred or paid by LJLA as a result of or in connection with:

    10.4.1  a breach of any of these Terms by the Supplier, its employees, agents or sub-contractors;

    10.4.2  any claim that the Equipment infringe, or their importation or use infringes the intellectual property rights of any third party; and/or

    10.4.3  any liability under the Consumer Protection Act 1987 or any other legislation relating to health or safety or product liability, in respect of the Equipment other than any liability that arises due to a negligent act or omission.

  11. LIABILITY

    11.1  Nothing in these Terms shall limit either parties' liability for fraud or for death or personal injury resulting from its own negligence or that of its employees, sub-contractors or agents.

    11.2  Neither party will in any circumstances be liable to the other in contract, tort (including negligence) or otherwise for any loss of business; loss of data; loss of profits; loss of goodwill; loss of anticipated savings even when advised of the possibility; loss of revenue or any indirect or consequential losses, liabilities or costs.

    11.3  Both parties accept liability in respect of damage to the others tangible property resulting from its or its employees' negligence up to an aggregate of £2,000,000 (two million pounds).

    11.4  Other than in respect of clause 11.1 and 11.2 and subject to clause 11.3 each party’s maximum aggregate liability in contract, tort, negligence or otherwise arising out of, or in connection with, these Terms will in respect of any and all acts, omissions, defaults or events be limited in aggregate to the greater of:

    (a) £50,000; or
    (b) the Price paid by LJLA under the Order.

  12. TERMINATION

    12.1  The parties may terminate the Contract by giving notice to the other at any time:

    12.1.1  if a party becomes unable to, or is deemed unable to, pay its debts within the meaning of Section 123 Insolvency Act 1986, or becomes insolvent or a trustee, receiver, administrative receiver or similar is appointed in respect of all or any part of its assets or it becomes subject to an administration order or it convenes a meeting of its creditors or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or the party becomes bankrupt or a meeting is convened for the purpose of considering a resolution (or other steps are taken) for the winding up of that party or the giving of a notice of appointment of or notice of intention to appoint an administrator or liquidator (otherwise than for the purpose of a bona fide solvent amalgamation or reconstruction); or

    12.1.2  if the other party ceases, or threatens to cease, to carry on business; or

    12.1.3  if there is a breach of the Contract and, if such breach is capable of remedy, has failed to remedy the breach within 28 days of notification of the breach or if such breach is not capable of remedy; or

    12.2  LJLA might terminate at any time on giving 30 days’ prior written notice to the Supplier.

  13. CONFIDENTIALITY

    13.1  Each Party undertakes that it shall not at any time during or after this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 13.2.

    13.2  Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement or where a party is required so to do to comply with, court order or with any governmental or regulatory authority.

    13.3  No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under this agreement.

  14. GENERAL

    14.1  The Supplier will shall not assign or otherwise transfer any of its rights or obligations under the Contract. LJLA may assign or otherwise transfer the Contract to any member of its Group. The Supplier will not sub-contract any of its obligations under the Contract without the prior written consent of LJLA.

    14.2  Any notice must be in writing and sent by first class post addressed to the Company Secretary at the relevant party’s registered office and shall be deemed to be delivered on the second working day after the date of delivery.

    14.3  Waiver by either party of any breach of the Contract will not be deemed to be a waiver of any subsequent breach. A person who is not a party to the Contract is not entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 save that each company within LJLA’s Group will have the benefit of and be entitled to enforce the Contract as if it were LJLA and references to “LJLA” in the Contract will be construed accordingly.

    14.4  If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected. LJLA’s rights and remedies under the Contract are cumulative and are not exclusive of any other rights or remedies provided by law.

    14.5  Termination of the Contract shall not prejudice the rights and liabilities of either party which accrued prior to such termination or arise as a result of termination. Any provisions of the Contract that are expressed to or are implicitly to survive shall survive the ending of the Contract for any reason.

    14.6  Where the Supplier processes personal data on behalf of LJLA (as such term is defined in the Data Protection Act 1998), it shall only process such data in accordance with LJLA’s instructions and shall take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

    14.7  The Contract is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

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