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THE FA GROUP GOODS AND SERVICES ORDER TERMS AND CONDITIONS

Definitions

    1. In these Terms (save where the context requires otherwise), the following terms and expressions shall have the following meanings: “FA Group” means The Football Association Limited and its subsidiaries; “Order” means our purchase order submitted to you setting out our requirements for Goods and/or Services; “Representative” means the representative identified in the Order or as we notify to you from time to time; “Terms” means these terms and conditions including the attached Order and any other documents referred to in the Order; “you” means the supplier to whom this Order is addressed; “we” or “our” means the FA Group company which submitted the Order ; “Goods” means the goods, if any, to be supplied by you as set out in the Order; and “Services” means the services, if any, to be supplied by you as set out in the Order.

    2. In these Terms (save where the context requires otherwise) (i) references to any statutory provisions shall be deemed to include any amendment, replacement or re-enactment for the time being in force; and (ii) the headings contained in these Terms are for the purposes of convenience only and do not form part of and shall not affect the construction of these Terms.

Application of the terms and conditions

    3. Each Order for Goods and/or Services by us shall be deemed to be an offer to purchase Goods and/or Services and, subject to these terms and conditions, shall be accepted by you when you give notice of your acceptance by signing the Order, or impliedly by you fulfilling the Order by delivering the Goods and/or performing the Services.

    4. No terms or conditions endorsed upon, delivered with or contained in any quotation, acknowledgement or acceptance of an order, specification or similar document will form part of these Terms and you waive any right which you otherwise might have to rely on such terms and conditions.

    5. These Terms shall come into force on acceptance by you in accordance with paragraph 3 and continue, unless terminated earlier in accordance with these Terms, until the end of the period indicated in the Order or, if the Order relates to Services, when the Services have been performed, whichever is the later.

Delivery of Goods

    6. With regards to the Goods, if any, to which the Order relates you agree to deliver, offload and locate the Goods during normal business hours, in accordance with our or the Representative’s instructions, to us at the address and by the date and any time set out in the Order or to such other address and at such other date and time that we or the Representative may provide to you following your acceptance of these Terms.  Time shall be of the essence in the performance of this obligation.  Risk and title in the Goods shall pass to us only on delivery to us which shall be signified by our or the Representative’s countersignature of the delivery section set out in the Order.

    7. If the Goods are to be delivered by instalments then these shall be treated as a single contract and not severable. If the Goods are delivered to us in excess of the quantities ordered by us we shall not be bound to pay for the excess and any excess will be and will remain at your risk and will be returnable at your expense. We shall not be deemed to have accepted any Goods until we have had a reasonable time to inspect them following delivery, or if later, within a reasonable time after any latent defect in the Goods has become apparent. If you require us to return any packaging to you this must be notified to us in writing and we will only do this at your cost.

    8. If the Goods require assembly and installation you will carry out such services using appropriate, experienced, qualified and trained personnel and with all due skill and care including but not limited to good industry practice within the timescales and in locations set out in the Order or as reasonably specified by us or the Representative.

    9. At any time prior to the delivery of the Goods we or the Representative shall have the right to inspect and test the Goods.  If the results of such inspection or testing causes us or the Representative to be of the opinion that the Goods do not conform or are unlikely to conform with the Order and/or patterns/designs supplied or advised by us to you, we shall notify you of such non conformity and you shall immediately take such action as is necessary to ensure conformity and in addition we shall have the right to require and witness further inspection or testing.  Notwithstanding any such inspection or testing, you shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect your obligations or our remedies under these Terms.

Provision of Services

    10. With regards to the Services, if any, to which the Order relates you warrant that (i) the Services will be provided with all due skill and care including but not limited to good industry practice and (without limiting the generality of this paragraph) in accordance with your own established internal procedures; (ii) the Services will be supplied and rendered by appropriately experienced, qualified and trained personnel; (iii) you will observe and comply with our lawful and reasonable directions, in relation to the provision of the Services; (iv) you will comply in all material respects with our policies from time to time as notified by us including without limitation our health and safety procedures; and (v) you will ensure that the Services meet our requirements and are delivered in accordance with the timeframes, both as detailed in the Order. Time shall be of the essence in the performance of the Services. You shall immediately inform us if you believe that you will be unable to comply with any of the timeframes agreed for the performance of the Services. You shall immediately inform us if you believe that you will be unable to comply with any of the timeframes agreed for the performance of the Services.

    11. If the Services are to be performed in installments then these shall be treated as a single contract and not severable.

    12. All copyright, design rights and other intellectual property rights in any reports, plans, drawing, specifications or other documents or electronically produced matter or material, produced by you, your employees, agents or subcontractors in the course of or for the purpose of the performance of the Services shall become our intellectual property and shall vest in us without the need to sign any further documentation. You agree to execute promptly any documents we may require to give effect to the foregoing.

Payment

    13. In consideration of the provision of the Goods and/or Services we agree to pay you the sum(s) set out in the Order following the month of delivery of your invoice, subject to your full compliance with these Terms. You may deliver your invoice, as it related to Goods following signature of the delivery section set out in the Order, or as it relates to Services, in accordance with the terms of the Order. All properly rendered invoices that detail the correct and undisputed amount shall be paid by the end of the month following the month of delivery of your invoice to us.

    14. A copy of the Order signed by us or the Representative must be attached to your invoice, which must be sent to us at “The FA Group, PO Box 1966, London SW1P 9EQ” for the attention of the Accounts Department. A copy of the invoice should be sent to the Representative at the same address.

    15. The price set out in Part B of the Order is inclusive of VAT and all charges (including for example but without limitation delivery charges and if applicable assembly and installation charges) and we shall not be obliged to pay any additional amounts unless previously authorised by us in writing. VAT will be payable by us subject to receipt from you of a valid VAT invoice.

    16. If any sum due and payable is not paid in accordance with the provisions of these Terms, you shall be entitled to charge interest at the rate of 2 per cent above the base rate of Bank of England from time to time in force from the date of notice to us until the date of actual payment. The parties agree that this right is a substantial remedy for late payment and is in substitution for late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

Warranties and Remedies

    17. You warrant that (i) the Goods and/or performance of the Services will conform in all respects with these Terms and/or patterns, designs or specifications supplied or advised by us or the Representative to you;(ii) the Goods and/or performance of the Services will not infringe any intellectual property rights and you will indemnify us against any costs or claims brought by any third party regarding any alleged infringement of any intellectual property right of any third party arising from or in connection with the Goods and/or Services; (iii) the Goods will be fit for their purpose and of a satisfactory quality; (iv) the Goods will be free from defect; (v) the Goods will conform and/or the Services will be performance in accordance with all applicable legislation and regulations including without limitation applicable data protection, fire safety and health and safety regulations; and (vi) upon delivery of the Goods ownership will be transferred to us with full title guarantee.

    18. If you fail at any time to deliver the Goods and/or Services on the due date or if you fail to comply with any of these Terms then, without prejudice to any other rights which we may have, we reserve the right to carry out any one or more of the following remedies, whether or not we have accepted the Goods and/or Services:

    (a) cancel our Order in whole or in part;

    (b) reject the Goods and/or Services (in whole or in part) and, obtain from you a full refund in respect thereof or, with regards to Goods, return them to you at your risk and cost and;

    (c) refuse to accept any subsequent delivery of the Goods and/or provision of the Services which you attempt to make;

    (d) require you to remedy any defect in the Goods, or supply a replacement in respect of the Goods, or carry out any other work necessary to comply with these Terms for a period for 12 months from the date of delivery of the Goods; and;

    (e) recover from you any expenditure reasonably incurred by us in obtaining the substitute Goods and/or Services from another supplier, or in making the Goods and/or Services comply with these Terms; and

    (f) claim damages for any additional costs, loss or expenses incurred by us which are in any way attributable to your failure to deliver the Goods on the due date or your failure to comply with any of these Terms.

Indemnity

    19. You agree to indemnify us and to keep us indemnified from and against all costs, claims, demands on expenses incurred by us as a consequence of any act, omission or default by you, your employees, agents or sub-contractors

Insurance

    20. You shall effect and maintain adequate insurance against all losses, claims and damages which may arise under these Terms, including without limitation public liability insurance and employer’s liability insurance where the Goods require assembly and installation by you at the delivery address.

Confidentiality

    21. You undertake to keep strictly confidential all matters disclosed to you by us or which otherwise come into your possession directly or indirectly as a result of the performance of your obligations under these Terms relating to us, any of our clients and our business Confidential matters will include (but not be limited to): your engagement by us, the terms on which you are engaged by us, and all details of the business or project for which the Goods and/or Services are required.

    22. You undertake not to display, exhibit or otherwise use at any time the names of the companies within the FA Group (or any other names likely to be confused with those names) or any name, image, picture, photograph, logo, brand or other item belonging to, referring to or which may suggest any association whatsoever with us, , any event held at Wembley Stadium or the owner/organiser of any such event. . You undertake not to, without our express written consent, disclose to any third party the fact of your involvement in the supply of Goods and/or Services to us. The foregoing restrictions will not prohibit you from using the names of FA Group companies bona fide and in the normal course of the supply of goods and/or performance of works and/or services.

    23. You undertake to procure that all employees, sub-contractors and other third parties to whom it may be necessary for you to disclose confidential matters for the purposes of performing your obligations under these Terms undertake to keep such matters strictly confidential in accordance with these Terms. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that if the confidential information is used or disclosed other than in accordance with the terms of this Agreement, we shall, without proof of special damage, be entitled to an injunction or other equitable relief for any threatened or actual breach of the provisions of these Terms, in addition to any damages or other remedy to which we may be entitled.

Cancellation

    24. With regards to the Services, if any, to which the Order relates we shall have the right at any time and for any reason to terminate the Terms and/or an Order in whole or in part by giving you written notice whereupon all work shall be discontinued. We shall pay to you a fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

    25. Without prejudice to our other remedies, we may terminate these Terms if you commit any material breach of these Terms in which event you will be liable for all additional costs incurred by us in obtaining the Goods and/or Services from an alternative supplier, all cancellation or other charges incurred and all other losses arising out of your breach of these Terms.

    26. We may terminate these Terms if a petition is presented for an administration or winding up or bankruptcy order against you or a receiver, administrative receiver or manager is appointed over any of your assets or an order is made or a resolution passed for your winding up or if you enter into any composition with your creditors or if any of these appear to us to be likely to happen or if for any other reason whatsoever it appears to us that you may become unable to perform your obligations under these Terms or to perform them in time.

Limitation of Liability

    27. Subject to paragraph 28 below, our liability under these Terms shall be limited to the amount of a sum equivalent to the sum(s) set out in the Order payable by us to you under these Terms in connection with any one occurrence or connected series of occurrences arising out of the same event.

    28. Nothing in this Agreement shall exclude or restrict either party's liability for fraud, fraudulent misrepresentation, wilful misconduct or for death or personal injury resulting from negligence.

General

    29. Nothing in these Terms shall permit you to use any intellectual property, including trademarks or other identifying marks or images, of any company within The FA Group, without our prior written consent.

    30. Except as agreed by us in writing no element of the performance of these Terms may be assigned, sub-licensed or sub-contracted by you and any act or omission of a sub-contractor involved in the provision of the Services will be deemed to be an act or omission of you.

    31. These Terms are the only terms and conditions on which we will purchase the Goods and/or Services from you and they shall apply to the exclusion of all other terms and conditions. These Terms may not be varied except in writing signed by us.

    32. Failure by us to exercise or enforce any right conferred by these Terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any other occasion.

    33. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

    34. Nothing in these Terms shall constitute or be deemed to constitute a partnership or other form of joint venture between the parties or constitute or be deemed to constitute either party the agent or employee of the other for any purpose whatsoever.

    35. With the exception of FA Group companies, no person who is not a party to this Agreement is entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

    36. Our rights under these Terms are in addition to the statutory conditions implied in favour of us by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 and nothing expressly or impliedly contained in these Terms shall be deemed to operate so as to restrict or exclude in whole or in part our rights under general law relating to the provision of goods and/or services.

    37. Where you are a firm comprising two or more individuals, your obligations under these Terms and the warranties given by or on behalf you shall be joint and several on the part of all those individuals comprising you as a supplier.

    38. These Terms shall be subject to English law and all disputes arising under these Terms shall be subject to the exclusive jurisdiction of the English courts.