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Prior to any new type of sale departments must consider what specific arrangements need to be agreed with the customer in relation to that activity which are not likely to be covered in the University's Standard Terms and Conditions of Sale (STC).

For example,

  • If specific materials need to be obtained from the customer in advance, the Department would need to agree in writing with the customer what needed to be provided by what date if the University is to be able to fulfil its obligations to the customer.
  • Or if a prototype is to be supplied, it must be made clear that there is no warranty that it will work.

The University's STC are available at Appendix B.

For sales of more than £500 either in a single transaction or over the course of a period of dealing, a copy of the STC should be made available to the external customer before the commencement of trading either in hard copy, by email or by means of a link to the conditions on the website, with a clear statement that these are the terms which will apply to the sale.

These conditions are only applicable if a contract is in place. A contract is generally created where:

  • The buyer accepts without amendment a valid quotation that we have issued; and/or
  • An order from the buyer is accepted in writing (inc. emails); or
  • A formal contract is agreed and signed between the parties.

If the customer proceeds with the sale on this basis, the customer has agreed to accept our terms and conditions (but see Ensuring that the University's STC apply). The STC should not be used when selling second hand goods- please contact the AR team who will advise in these instances.

Amendments to the STC are only possible with prior consultation and agreement by the Finance Division. It is important to understand what obligations are included in the STC.

Liability

The STCs are used in circumstances where the University is providing goods or services in return for payment. As such the University must take some responsibility for the quality of what it provides, although we seek to limit the University's liability in so far as it is reasonable to do so.

Warranties

Goods other than capital equipment
Clause 10 of the STC details how the University warrants that any goods supplied other than capital equipment will comply with the specification when supplied. All claims under this warranty must be made within 30 days of receipt. If goods are defective, the University must replace them or provide a refund.

Capital equipment
Where capital equipment is provided the University warrants that this is free from defects in workmanship or materials under the normal usage period of one year. The University can repair, replace or provide a refund in the event of any claim.

Equipment from third parties
Where equipment is brought from a third party and sold on, you need to make sure by checking the contract with the supplier that any warranty from the supplier can be passed on to the University's customer.

Services
Where the University is providing services, there is a warranty in the STC that they will be carried out with reasonable care and skill. Claims can be made within 60 days of completion of the services and our obligation is to provide a refund or perform the services again.

General
Although we claim to exclude all other warranties, e.g. that goods are fit for their purpose or of saleable quality, this is not foolproof. You should not knowingly provide goods or services of poor quality.

Although we claim to exclude all other warranties, e.g. that goods are fit for their purpose or of saleable quality, this is not foolproof. You should not knowingly provide goods or services of poor quality.

If your customer has specified that they have particular requirements and you have accepted these, it is important to conform to those requirements. Conversely, if you are supplying something which both parties recognise may or may not work, you need to make this clear to the purchaser and exclude the warranty, if to do so would be reasonable in the circumstances (see also Insurance below).

Deliveries and delay

Under our STC any goods you are supplying will be taken to have been delivered once they leave the University. You must try to meet any delivery date (or the date for the provision of services) which you have agreed but failure to do so does not entitle the purchaser to cancel the agreement or claim damages, unless you agreed that the time is to be of the essence of the agreement.

Ensuring that the University's STC apply

Often there is an exchange between sellers and buyers whereby one party states that their standard terms and conditions are to apply and the other counters by sending their standard terms and stating that these are the terms which are to govern the contract. Quite simply, the terms which apply will be those whose conditions are sent last. The process can take place by e-mail.

E.g. the University sends a quotation with a statement that the University's STC apply, with a copy of/link to the STCs. The Purchaser then sends a purchase order (this will generally always include a printed statement that the Purchaser's STC apply).

Possible outcomes:

  1. University does nothing more, and the Purchaser's STC (which will undoubtedly be onerous on the University) will apply.
  2. The University sends an acknowledgement of the order, stating that the order is accepted on the basis that the University's STCs will apply.
  3. Option (b) is followed, but the Purchaser persists in requiring that their STCs apply. At this point you may need to take further advice from Accounts Receivable Team. Much will depend on how onerous the other terms are; whether the University is in a position to fulfil them; whether the price would need to be increased; whether they could be amended to be more acceptable or whether we need to insist that our STCs apply.

The most cost effective route is to insist that the University's STCs apply and that those are the only terms on which you are prepared to sell.

Payment Terms and Credit Control

If you are dealing with a new customer (or where anticipated sales are in excess of £1000) you must ask Accounts Receivable Team to undertake a credit check for you. If no special terms are agreed as a consequence the normal practice is that:

  • The University invoices in full for goods on delivery
  • The University invoices for services monthly in advance, the first two months being payable on commencement of the contract.

See Credit risks of particular activities for specific arrangements for conferences, courses and hire of facilities.

In general the University's standard payment terms are 30 days from the date of the invoice. However, if there is any concern over payment you should require payment in advance (full or in part), or in the case of goods, payment on delivery. Payment in cash is discouraged.

Payment in advance is also appropriate:

  • If and to the extent that fulfilment of the supply requires the incurring by the University of external costs or the purchase of substantial amount of materials or components.
  • If the supply requires a substantial commitment of time and resources within the University prior to delivery which cannot be recovered if the customer subsequently defaults.
  • If there is no satisfactory past trading with the customer or if the customer does not have a positive credit rating.
  • If the goods in question cannot readily be recovered and resold e.g. events such as conferences, seminars, courses and room hire. Non-payment should result in non-attendance/access.
  • Overseas customers where it is difficult to sue for payment.

Staged payments: monthly or quarterly direct debit/ standing order mandates can be used to make the payment process more manageable for the customer and to ensure payment is received when immediate full settlement of a debt may be appropriate (i.e. long-term courses of high value; production of a specific piece of equipment over a length of time).

Charging a deposit before completion of delivery is an effective way to limit future debt and may be combined with further stage payments.

Refund Policy

This must be made available to the customer if there are any specific stipulations to be noted including:

  • Terms stating when a refund will be authorised
  • If applicable administration fee to be deducted
  • Method of refund - same as method of original payment normally

The STC allow for the University to replace or refund if the buyer notifies us within 5 working days of delivery of any short deliveries or defects in the goods.

Interest charges for late payments

The University's STC confirm that interest may be charged on late payments. See Interest for more details.

Price

Currency should be in GBP. Payment in other currencies may result in exchange gains or losses and additional bank charges We should only be issuing invoices in foreign currencies under exceptional circumstances in these cases please refer to AR Helpdesk in the first instance so that the currency risk can be assessed. See Appropriate payment methods for further information on payment methods.

Insurance

Insurance is not available for normal breach of contract e.g. warranties, poor service etc, nor is the sale of manufactured goods (other than prototypes or software) covered. However, accidental acts or omissions e.g. negligent advice, hidden defects are covered by the University's insurance. However, the excess to be paid by the University before any payment is made is substantial. See the Insurance website for details of the University's insurance coverage.

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