Healh Protection Agency's Terms & Conditions of Business

The following Terms & Conditions of Business apply to all sales and provision of services unless otherwise is agreed in writing between the Parties.

Our Terms & Conditions of Business are also available in pdf format: Terms and Conditions (PDF, 74 KB)
HPA Terms and Conditions of business.

HEALTH PROTECTION AGENCY ("the Agency")
TERMS AND CONDITIONS OF BUSINESS

1. APPLICATION

1.1 These Terms and Conditions alone shall govern and be incorporated in every agreement for the provision of goods and/or services made by or on behalf of the Agency with any customer ("the Customer"). They shall apply in place of and prevail over any terms or conditions, (whether or not in conflict or inconsistent with these Terms and Conditions), contained or referred to in any documentation submitted by the Customer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless specifically excluded or varied in writing by an authorised representative of the Agency and any purported provisions to the contrary are hereby excluded or extinguished.

1.2 Acceptance by the Customer of delivery of the goods and/or performance of the services shall (without prejudice to Condition 2 or any other manner in which acceptance of these Terms and Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Terms and Conditions.

1.3 If, subsequent to any agreement which is subject to these Terms and Conditions, an agreement for the provision of goods and/or services is made with the same Customer without reference to any conditions of sale and/or supply, such agreement howsoever made shall be deemed to be subject to these Terms and Conditions.

2. QUOTATIONS AND ACCEPTANCE

2.1 A quotation by the Agency does not constitute an offer and the Agency reserves the right to withdraw or revise a quotation at any time prior to the Agency's acceptance of the Customer's order for goods and/or services.

2.2 The Agency's acceptance of the Customer's order (including telephone orders) shall be effective only where such acceptance is in writing and signed by an authorised representative of the Agency and sent to the Customer by the Agency.

2.3 The Agency reserves the right to perform its obligations under these Terms and Conditions regarding the supply of goods and/or services at any of its laboratories notwithstanding any representations made to the Customer that such work would be carried out at a specified laboratory.

3. PRICES

The prices payable for the goods and/or services shall be those set out in the Agency's order acknowledgement and shall be exclusive of VAT and any other tax or duties payable by the Customer. The Agency shall have the right, upon thirty days' written notice to the Customer, to withdraw any discount from its normal prices and to revise prices to take account of inflation and/or increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.

4. TERMS OF PAYMENT

Payment of invoices shall (unless otherwise specified in the Agency's order acknowledgement) be made in full within 30 days of the invoice date and time of payment shall be of the essence. Unpaid amounts shall be subject to interest of 4% per annum over the base lending rate of the Royal Bank of Scotland. The Agency reserves the right to suspend the provision of goods and/or services to the Customer where any amounts are overdue under any contract with the Customer until all such amounts have been paid.

5. DELIVERY

5.1 Delivery or despatch dates for the goods or the dates for the performance of the services mentioned in any quotation, the Agency's order acknowledgment or elsewhere are approximate only and not of any contractual effect. The Agency shall not be liable to the Customer in respect of any failure to deliver or perform on any particular date or dates, and the Customer shall have no right to terminate any contract to which these Terms and Conditions apply through such failure or failures.

5.2 Delivery of goods shall be at the Customer's premises unless otherwise stipulated or agreed with the Agency. The Customer shall be solely responsible for unloading of goods at the point of delivery. Unless agreed in writing the Customer shall unload and inspect the goods immediately upon their arrival at the Customer's premises.

5.3 Unless otherwise expressly agreed the Agency may effect delivery of goods in one or more instalments. Where delivery is effected by instalments each instalment shall be treated as a separate contract governed by these Terms and Conditions.

5.4 Title to the goods shall pass to the Customer upon full payment for such goods according to these Terms and Conditions. Risk for the goods shall pass to the Customer on delivery to the Customer or his agent or to the carrier effecting delivery to the Customer, whichever is the earliest. Any property of the Customer in or under the Agency's possession or control and all property supplied to the Agency on behalf of the Customer shall be held by the Agency at the Customer's risk.

5.5 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Customer agrees that the Agency shall not be required to give the Customer the notice specified in Section 32(3) of that Act.

6. WARRANTY

6.1 The Agency warrants that all goods supplied conform in all material respects with their specification as set out in the Agency's quotation or order acknowledgement. If the Agency receives written notice from the Customer of any breach of this warranty within 30 days of receipt of the goods by the Customer or, where such defect would not be apparent on reasonable inspection, within 90 days of such receipt or, in the case of non-delivery of goods, within 30 days of the scheduled date of delivery, then the Agency shall, at its option, make good any shortfall in quantity and/or replace or repair any goods found to be in material non-conformity with their specification and/or refund the cost of such goods to the Customer.

6.2 The Agency warrants that all services shall be performed with reasonable skill and care. If the Agency receives written notice from the Customer of any breach of this warranty within 30 days of such breach, then the Agency shall, at its option, re-perform the service in question and/or refund the cost of such services to the Customer.

6.3 The Agency shall not be obliged to remedy any defects in the goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act, neglect or default of the Customer or of any third party.

6.4 The Agency reserves the right not to test samples or conduct analysis on any materials which it deems to be unsuitable for such work. Any failure or refusal to test such samples or materials shall not constitute a breach of these Terms and Conditions. The Agency shall refund any price received in connection with the relevant proposed test or analysis subject to the Agency's costs in connection with the relevant proposed test, analysis or materials.

6.5 Unless anything to the contrary is expressly set out in writing by the Agency, no goods supplied hereunder shall be suitable for administration for clinical or diagnostic purposes to humans or animals.

7. LIABILITY

7.1 The Agency's prices are determined on the basis of the exclusions of liability contained herein.

7.2 Nothing in these Terms and Conditions shall operate to exclude or restrict the Agency's liability for (a) death or personal injury resulting from negligence; (b) breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or (c) fraud, or any other types of liability which cannot by law be excluded or restricted.

7.3 The Agency's aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the price paid by the Customer for the goods and/or services supplied to it by the Agency under these Terms and Conditions.

7.4 The Agency shall not be liable to the Customer, whether for negligence, breach of contract, misrepresentation or otherwise, for (a) loss or damage incurred by the Customer as a result of third party claims; (b) loss of profit, goodwill, reputation, business receipts, contracts, business opportunity or anticipated saving suffered by the Customer; or (c) indirect or consequential loss or damage suffered by the Customer.

7.5 Except as set out in these Terms and Conditions, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the goods and/or services supplied by the Agency are excluded.

8. CONFIDENTIALITY AND IP

8.1 Subject to Clauses 8.2 and 8.3, the Agency agrees to treat as confidential any information in respect of or arising from the provision of goods and/or services to the Customer under a contract to which these Terms and Conditions apply. This obligation shall not apply where the information so arising is, at the date of the agreement covered by these Terms and Conditions, publicly known, or subsequently becomes publicly known, other than by the Agency's breach of these Terms and Conditions or can be shown by the Agency to have been known by it before disclosure by the Customer to the Agency or is required by law to be disclosed.

8.2 The Agency is a Special Health Authority accountable to the Secretary of State for Health (England). The Agency is required to pass on to the appropriate authority any information it deems necessary to safeguard Public Health. The Agency reserves the right to disclose such information obtained in the course of this Agreement. Wherever possible the Customer will be advised of this disclosure. The Agency may use information generated in the course of this agreement for epidemiological purposes. Any information that is made public will only be made so in an anonymised, and usually aggregated, form.

8.3 The Agency may disclose any information it is required to disclose by order of a court or other public body that has jurisdiction over it, including, but not limited to, the Information Commissioner and the Information Tribunal. The Agency may also disclose any information which it reasonably believes it is required to disclose under the Freedom of Information Act 2000 or under the Environmental Information Regulations 2004.

8.4 Any report or analysis produced by the Agency arising from work carried out by the Agency shall be presented to the Customer solely for the purpose for which it was commissioned. All intellectual property rights, including, without limitation, copyright, in any such report or analysis, and all such rights in the name and marks of or used by the Agency, vest in the Agency, and such report, analysis, marks and names shall not be used by the Customer for any purpose including, without limitation, advertising, customer information, publicity, litigation or negotiation with any third party unless expressly agreed with the Agency prior to the production of such report or analysis.

8.5 The Customer shall treat as confidential all other information which it receives from the Agency which shall include, without limitation, information regarding the Agency's products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities, business affairs and methods, testing procedures, and laboratories.

9. DATA PROTECTION

In performing their respective obligations under any contract to which these Terms and Conditions apply, each party shall comply with the Data Protection Act 1998 and any other applicable data protection or privacy legislation in any relevant jurisdictions.

10. PACKAGING

The Customer shall be solely responsible for the disposal of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.

11. LICENCES AND CONSENTS

If any licence or consent of any government or other authority shall be required for the performance of any services for the Customer, for the acquisition, carriage or use of the goods by the Customer, or for the carriage or handling of any samples submitted for testing to the Agency by the Customer, the Customer shall obtain the same at its own expense and at the Agency's request produce evidence of the same to the Agency. Failure to obtain any licence or consent shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Agency resulting from such failure shall be for the Customer's account.

12. FORCE MAJEURE

12.1 The Agency shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods and/or services by the Agency being prevented, hindered, delayed, cancelled or rendered uneconomic by reason of circumstances or events beyond the Agency's reasonable control ("force majeure circumstances") which include, without limitation, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and/or storm. In force majeure circumstances the Agency may in its sole discretion terminate any contract to which these Terms and Conditions apply, and which is so affected by such force majeure circumstances, with immediate effect by written notice to the Customer or postpone delivery of goods to or performance of services for the Customer until such date as the force majeure circumstances no longer exist.

13. TERMINATION

13.1 The Agency may, without prejudice to any of its other rights, stop any goods in transit and/or suspend further deliveries or services to the Customer and/or terminate any contract to which these Terms and Conditions apply with immediate effect by written notice to the Customer if (a) the Customer is in breach of an obligation under such a contract; or (b) the Customer passes a resolution for its winding up or a court of competent jurisdiction makes an order for the Customer's winding up or dissolution, or an administration order is made in relation to the Customer, or a receiver over an asset of the Customer is appointed, or an encumbrancer takes possession of or sells an asset of the Customer, or the Customer makes an arrangement or composition with creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally, or anything analogous to any of the foregoing events occurs under the laws of any applicable jurisdiction.

13.2 Upon termination of any contracts pursuant to Clause 12.1 or 13.1, any indebtedness of the Customer to the Agency shall become immediately due and payable and the Agency shall be relieved of any further obligation to supply any goods and/or perform any services to the Customer pursuant to such contracts.

13.3 The Customer may, with 14 days' written notice, terminate any contract with the Agency within 14 days of receiving notice of any increase in price as described in Clause 3 above and which is relevant to the contract in question.

13.4 Each party's further rights and obligations cease immediately on termination of the contract subject to these Terms and Conditions, but termination does not affect a party's accrued rights and obligations at the date of termination.

14. HEALTH AND SAFETY AT WORK

The Customer agrees to pay due regard to any information supplied by the Agency and relating to the use for which the goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work, and the Customer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the goods will be safe and without risk to health at all times.

15. WAIVER

Failure by the Agency to exercise or delay by the Agency in exercising any right or remedy provided by any contract to which these Terms and Conditions apply or by law shall not constitute a waiver of that right or remedy or any other rights or remedies and no single or partial exercise of any right or remedy shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

16. GOVERNING LAW

Any contract to which these Terms and Conditions apply shall be governed by, and construed in accordance with, English law.

17. DISPUTE RESOLUTION

17.1 If there is any dispute between the parties arising from or in connection with any contract subject to these Terms and Conditions, either the Agency or the Customer may serve on the other a written Notice of Dispute specifying the dispute and requesting that the parties use their best endeavours to resolve it. If a Notice of Dispute is served by one party, the other may within 14 days serve its own Notice of Dispute. The Parties shall use their best endeavours to seek during the 30 days following service of the first Notice of Dispute to resolve through negotiation in good faith the dispute(s) specified in the Notice(s) of Dispute.

17.2 If the dispute is not resolved in accordance with Clause 17.1 above within 30 days of service of the first Notice of Dispute, the dispute shall be referred within 14 days to the Centre for Effective Dispute Resolution in London ("CEDR") for mediation in accordance with CEDR's procedures for the time being so far as not inconsistent with this paragraph. If the parties are not able to agree on any aspect of the procedures for the mediation, including, without limitation, the identity of the mediator, it shall be decided by CEDR or, if CEDR so determines, by the mediator.

17.3 If a dispute is not resolved by the processes referred to in Clauses 17.1 and 17.2 above, within 120 days of service of the first Notice of Dispute, the parties hereby submit to the exclusive jurisdiction of the English Courts in relation to any dispute arising from or in connection with any contract subject to these Terms and Conditions.

17.4 Neither the Agency nor the Customer may commence legal proceedings, whether in England or elsewhere, arising from or in connection with any contract subject to these Terms and Conditions for 120 days from service of the first Notice of Dispute. Either party may, however, seek urgent interlocutory relief from the English Courts before the expiry of that period. The Agency and the Customer shall only take those steps necessary to obtain or to challenge the grant or continuation of that relief and save as aforesaid shall otherwise still be required to act in accordance with this clause as if no application for interlocutory relief had been made.

18. ENTIRE AGREEMENT

These Terms and Conditions, together with the specification of the goods and/or services set out in the Agency's order acknowledgement, constitute the entire agreement under which the goods and/or services specified in the Agency's order acknowledgement are supplied by the Agency to the Customer, and supersede all prior agreements or understandings between the Agency and the Customer in relation to the transaction contemplated hereof.

19. NOTICES

19.1 Subject to Clause 17, a notice under or in connection with a contract to which these Terms and Conditions apply shall be in writing and shall be delivered personally or sent by first class post pre-paid recorded delivery (and airmail if overseas) or by fax to the party due to receive the notice at its last known address.

19.2 Unless there is evidence that it was received earlier, a notice is deemed given (a) if delivered personally, when left at the address referred to in Clause 19.1; (b) if sent by post, except airmail, two days after posting it; (c) if sent by airmail, six days after posting it; and (d) if sent by fax, on completion of its transmission.

20. GENERAL

20.1 The invalidity, illegality or unenforceability of the whole or any part of a condition does not affect or impair the continuation in force of the remainder of these Terms and Conditions.

20.2 The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under a contract to which these Terms and Conditions apply without first having obtained the Agency's written consent.

20.3 A person who is not a party to a contract to which these Terms and Conditions apply has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Standard T&C of Business: Version 1 - Feb 2005

Last reviewed: 20 January 2011