Part Two – terms and conditions of purchases 

Definitions and Interpretation 

These general terms and conditions ("Conditions") provide the basis of any contract between the supplier ("Supplier") and WFD (the "Customer"), in relation to a purchase ("Order") (the Order and the Conditions are together referred to as the "Contract"). All references in these terms and conditions to defined terms - Goods, Services, Prices and Delivery - refer to the relevant provisions of the Order. 

These Conditions may be superseded at any time by a signed agreement in writing between the Parties on the same, similar, or different terms.  

Quality and Defects 

1. The Goods and/or the Services shall, as appropriate: 

• correspond with their description in the Order and any applicable specification; 
• comply with all applicable statutory and regulatory requirements;  
• be of the highest quality and fit for any purposes held out by the Supplier or made known to the Supplier by WFD;  
• be free from defects in design, material, workmanship and installation; and 
• be performed with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade. 

2. WFD (including its representatives or agents) reserves the right at any time to audit the Supplier’s records, inspect work being undertaken in relation to the supply of the Goods and Services and, in the case of Goods, to test them.       

Ethical Standards 

1. The Supplier shall observe the highest ethical standards during the performance of its obligations under this Contract including international labour standards promoted by the International Labour Organisation specifically in the areas of child labour and forced labour.  
2. The Supplier, its suppliers and sub-contractors shall comply with all environmental statutory and regulatory requirements and shall not in any way be involved in (a) the manufacture or sale of arms or have any business relations with armed groups or governments for any war related purpose; or (b) terrorism, including checking its staff, suppliers and sub-contractors against the following sanctions lists: UK Treasury List, EC List, OFAC List and US Treasury List.   
3. The Supplier shall comply with the following Customer Policies, which are available upon request: Code of Conduct, Reporting Concerns Policy, Safeguarding, Anti-Terrorism, and Anti-Fraud, Bribery and Corruption. 

Delivery / Performance 

1. The Goods shall be delivered to, and the Services shall be performed at the address and on the date or within the period stated in the Order, and in either case during WFD's usual business hours, except where otherwise agreed in the Order.  Time shall be of the essence in respect of this Condition  
2. Where the date of delivery of the Goods or of performance of Services is to be specified after issue of the Order, the Supplier shall give WFD reasonable written notice of the specified date. 
3. Delivery of the goods shall take place and title in the Goods will pass on the completion of the physical transfer of the goods from the Supplier or its agents to WFD or its agents at the address specified in the Order. 
4. Risk of damage to or loss of the Goods shall pass to WFD in accordance with the relevant provisions of Incoterms rules as in force at the date the Contract is made or, where Incoterms do not apply, risk in the Goods shall pass to WFD on completion of delivery.  
5. WFD shall not be deemed to have accepted any Goods or Services until WFD has had reasonable time to inspect them following delivery and/or performance by the Supplier. 
6. WFD shall be entitled to reject any Goods delivered or Services supplied which are not in accordance with the Contract.  If any Goods or Services are so rejected, at WFD's option, the Supplier shall forthwith re-supply substitute Goods or Services which conform with the Contract.  Alternatively, WFD may cancel the Contract and return any rejected Goods to the Supplier at the Supplier's risk and expense.   

Indemnity 

The Supplier shall indemnify WFD in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by WFD as a result of or in connection with any act or omission of the Supplier or its employees, agents or sub-contractors in performing its obligations under this Contract, and any claims made against WFD by third parties (including claims for death, personal injury or damage to property) arising out of, or in connection with, the supply of the Goods or Services.  

Price and Payment 

Payment in arrears will be made as set out in the Order and WFD shall be entitled to off-set against the price set out in the Order all sums owed to WFD by the Supplier. 

Termination 

1. WFD may terminate the Contract in whole or in part at any time and for any reason whatsoever by giving the Supplier at least one month’s written notice. 
2. In the event of termination, all existing purchase orders must be completed.
3. WFD may terminate the Contract with immediate effect by giving written notice to the Supplier and claim any losses (including all associated costs, liabilities and expenses including legal costs) back from the Supplier at any time if the Supplier: 

• becomes insolvent, goes into liquidation, makes any voluntary arrangement with its creditors, or becomes subject to an administration order; or 
• is in material breach of its obligations under the Contract or is in breach of its obligations and fails to remedy such breach within 14 days of written request from WFD.    

Supplier's Warranties 

1. The Supplier warrants to WFD that: 

• it has all necessary internal authorisations and all authorisations from all relevant third parties to enable it to supply the Goods and the Services without infringing any applicable law, regulation, code or practice or any third party’s rights; 
• it will not and will procure that none of its employees will accept any commission, gift, inducement or other financial benefit from any supplier or potential supplier of WFD; and 
• the Services will be performed by appropriately qualified and trained personnel, with the best care, skill and diligence and to such high standard of quality as it is reasonable for WFD to expect in all the circumstances. 

Force majeure 

1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an event that is beyond that party's reasonable control (a "Force Majeure Event") provided that the Supplier shall use best endeavours to cure such Force Majeure Event and resume performance under the Contract. 
2. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 14 days, WFD may terminate the Contract immediately by giving written notice to the Supplier.  

General 

1. The Supplier shall not use WFD's name, branding or logo other than in accordance with WFD's written instructions or authorisation. 
2. The Supplier may not assign, transfer, charge, subcontract, novate or deal in any other manner with any or all its rights or obligations under the Contract without WFD's prior written consent. 
3. Any notice under or in connection with the Contract shall be given in writing to the address specified in the Order or to such other address as shall be notified from time to time.  For the purposes of this Condition, "writing" shall include e-mails.  
4. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. 
5. 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 both parties. 
6. The Contract shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.   
7. A person who is not a party to the Contract shall not have any rights under or in connection with it. 

WFD, Certificate of Compliance 

On behalf of the potential supplier or consultant:  

• I warrant that all the information contained in our Bid or Proposal (including any attachments) is accurate and true and I/we undertake to notify WFD of any changes as soon as reasonably practicable. 
• I warrant that we have complied with all the requirements set out in the Invitation to Tender or Call for Experts and in particular:  

1. We have acted in good faith in preparing this Bid or Proposal 
2. We have not engaged in any collusive behaviour; and 
3. We have not canvassed or sought information from any Crown or WFD employee.  

• I confirm that the potential supplier is not aware of any connection with a member of WFD’s staff that could affect the outcome of the procurement. 
• I confirm that we have not communicated with any person other than WFD the value, price, or rates set out in the Bid or Proposal or shared any other information related to the Bid or Proposal with any other person.  
• I confirm that we have not offered or agreed to pay or paid or given any sum or sums of money, inducement, or valuable consideration directly or indirectly to any other person for doing or having done or causing or having caused to be done in relation to this Bid or Proposal any act or omission. 
• I understand that any instances of illegal anti-competitive practices may be referred to the Office of Fair Trading and may be subject to action under the Competition Act 1998.  
• I understand that any misrepresentations may also be the subject of criminal investigation or as a basis for civil action.  
• I warrant that we will have formal agreements in place with any sub-contractors and/or consortium members named in this Bid and we can confirm that: each named party has the relevant capabilities and appropriate resources to perform contracts under any agreement to be signed. 
• I confirm that we have read, understood, and will comply at all times with the principles of Code of Conduct, WFD’s Safeguarding Policy, Anti-Fraud, Bribery & Corruption Policy, and Anti-Terrorism Policy and that we will cooperate fully with any applicable due diligence assessment by WFD.   

I warrant that I have the requisite corporate authority to sign, on behalf of the potential supplier, this Bid/Proposal and this Certificate of Compliance. 

WFD, Summary of Safeguarding Policy

Our values and principles 

Child abuse is when anyone under 18 years of age is being harmed or isn't being looked after properly. Abuse can also be directed at vulnerable adults. Vulnerable adults are those aged 18 years or more who either identify themselves as unable to take care of themselves or protect themselves from harm or exploitation, or due to their gender, age or physical illness, mental health, learning or physical disabilities, as well as disasters and conflicts, and who are unable or unwilling as a result to identify themselves as vulnerable or subject to abuse, but are deemed at risk, because they are or may be unable to take care of themselves or protect themselves from harm or exploitation. Vulnerable adults may include employees, contractors, and/or beneficiaries. 

The abuse can be physical, sexual, emotional or neglect. The abuse and exploitation of children and vulnerable adults happens in all countries and societies across the world. Abuse towards children and vulnerable adults is never acceptable.  

It is expected that all who work with WFD are committed to safeguard children and any vulnerable individuals whom they employ or are in contact with. 

What we do 

WFD is committed to safeguard children and vulnerable individuals through the following means: 

Awareness 

Ensuring that all staff and those who work with WFD are aware of the problem of child and vulnerable person abuse and the risks to children and vulnerable adults. 

Prevention

Ensuring, through awareness and good practice, that staff and those who work with WFD minimise the risks to children and vulnerable adults. 

Reporting

Ensuring that you are clear on what steps to take where concerns arise regarding the safety of children and vulnerable adults. 

Responding

Ensuring that action is taken to support and protect children and vulnerable adults where concerns arise regarding possible abuse. 

To help you clarify our safeguarding approach, we list here examples of the behaviour by a representative of WFD which are prohibited. These include but are not limited to: 

1. Hitting or otherwise physically assaulting or physically abusing children or vulnerable adults. 
2. Engaging in sexual activity or having a sexual relationship with anyone under the age of 18 years regardless of the age of majority/consent or custom locally. Mistaken belief in the age of a child is not a defence. 
3. Developing relationships with children or vulnerable adults which could in any way be deemed exploitative or abusive. 
4. Acting in ways that may be abusive in any way or may place a child or vulnerable adult at risk of abuse. 
5. Using language, making suggestions or offering advice which is inappropriate, offensive or abusive.  
6. Behaving physically in a manner which is inappropriate or sexually provocative. 
7. Sleeping in the same bed or same room as a child or vulnerable adult or having a child/children or vulnerable adult with whom one is working to stay overnight at a home unsupervised. 
8. Doing things for children or vulnerable adults of a personal nature that they can do themselves. 
9. Condoning, or participating in, behaviour of children or vulnerable adults which is illegal, unsafe or abusive. 
10. Acting in ways intended to shame, humiliate, belittle or degrade children or vulnerable adults, or otherwise perpetrate any form of emotional abuse.  
11. Discriminating against, showing unfair differential treatment or favour to particular children or vulnerable adults to the exclusion of others.  
12. Spending excessive time alone with children or vulnerable adults away from others.  
13. Placing oneself in a position where one is made vulnerable to allegations of misconduct. 

In order that the above standards of reporting and responding are met, this is what is expected of you: 

You should ensure that your staff are aware of the importance of good practice in safeguarding and have access to a whistleblowing facility.  

If you or your staff are worried that a child or young person or a vulnerable adult is being abused or neglected or you are concerned about the inappropriate behaviour of an employee, or someone working with WFD, towards a child or young person or vulnerable adult, whether they are an employee or beneficiary, then you are obliged to: 

• act quickly and get help  
• support and respect the child or vulnerable adult  
• where possible, ensure that the child or vulnerable adult is safe  
• contact your WFD manager and/or the WFD Director of Operations & Company Secretary, Chris Lane, at chris.lane@wfd.org with your concerns immediately  
• keep any information confidential to you and the manager.  

If you want to know more about WFD’s Safeguarding Policy, then please contact your WFD representative. 

WFD, Summary of Anti-Fraud Bribery and Corruption Policy 

Our values and principles 

WFD does not allow any partner, supplier, sub-contractor, agent or any individual engaged by WFD to behave in a corrupt manner while carrying out WFD’s work. 

What we do 

WFD is committed to preventing acts of fraud, bribery and corruption through the following means: 

Awareness 

Ensuring that all staff and those who work with WFD are aware of the problem of fraud and bribery and corruption. 

Prevention 

Ensuring, through awareness and good practice, that staff and those who work with WFD minimise the risks of fraud and bribery and corruption. 

Reporting

Ensuring that all staff and those who work with WFD are clear on what steps to take where concerns arise regarding allegations of fraud and bribery and corruption. 

Responding 

Ensuring that action is taken to support and protect assets and identifying cases of fraud and bribery and corruption. 

To help you identify cases of fraud and bribery and corruption, behaviour which amounts to corruption includes but is not limited to: 

1. Paying or Offering a Bribe – where a person improperly offers, gives or promises any form of material benefit or other advantage, whether in cash or in kind, to another in order to influence their conduct in any way. 
2. Receiving or Requesting a Bribe – where a person improperly requests, agrees to receive or accepts any form of material benefit or other advantage, whether in cash or in kind, which influences or is designed to influence the individual’s conduct in any way. 
3. Receiving or Paying a so-called ‘Grease’ or ‘Facilitation’ payment – where a person improperly receives something of value from another party for performing a service or other action that they were required by their employment to do anyway. 
4. Nepotism or Patronage – where a person improperly uses their employment to favour or materially benefit friends, relatives or other associates in some way. For example, through the awarding of contracts or other material advantages. 
5. Embezzlement - where a person improperly uses funds, property, resources or other assets that belong to an organisation or individual.  
6. Receiving a so-called ‘Kickback’ Payment – where a person improperly receives a share of funds, a commission, material benefit or other advantage from a supplier as a result of their involvement in a corrupt bid or tender process. 
7. Collusion – where a person improperly colludes with others to circumvent, undermine or otherwise ignore rules, policies or guidance.  
8. Abuse of a Position of Trust – where a person improperly uses their position within their organisation to materially benefit themselves or any other party. 

In addition, fraud takes place whenever a staff member or someone WFD is working with acts dishonestly and does something with the intention of making a gain for themselves or causes someone else a loss.  

In order that the above standards of reporting and responding are met, this is what is expected of you: 

You have a duty to protect the assets of WFD from any form of fraud or corruption. Furthermore, you must immediately inform your WFD representative and/or the WFD Director of Operations & Company Secretary, Chris Lane, at chris.lane@wfd.org. Failure to report will be treated as serious and may result in termination of any agreement with WFD. 

You are obliged to:- 

• act quickly and get help  
• encourage your own staff to report on bribery and corruption 
• contact your WFD representative and/or the WFD Director of Operations & Company Secretary, Chris Lane, at chris.lane@wfd.org with your concerns immediately  
• keep any information confidential to you and the representative.  

Attempted corruption is as serious as the actual acts and will be treated in the same way under this policy. 

If you want to know more about the Anti-Fraud, Bribery and Corruption Policy then please contact your WFD representative. 

WFD, Summary of Anti-Terrorism Policy 

Our values and principles 

WFD requires that all partners, suppliers, sub-contractors, agents or individual engaged by WFD complies with all laws, including, specifically, the laws of the United Kingdom, the European Union and the United Nations, as well as any other applicable legal or regulatory requirements, such as local laws.   

WFD condemns terrorist acts and those who promote and fund such activities.  

What we do 

WFD is committed to preventing acts of terrorism through the following means: 

Awareness 

Ensuring that all staff and those who work with WFD are aware of the problem of terrorism. 

Prevention

Ensuring that WFD funds and/or resources are not used to support terrorism. 

Reporting

Ensuring that action is taken to report any known or suspected acts of terrorism, or connections between WFD partners and terrorist organisations.  

Responding

Ensuring that action is taken to prevent terrorism or the support of terrorism. 

To help you identify cases of terrorism being support, behaviour which must be reported includes but is not limited to the belief or suspicion that WFD staff or a third party: 

• has sought to raise finds or secure property for the purposes of terrorism; 
• has received funds or property for the purposes of terrorism;  
• is providing funds or property to another with the intention or suspicion that it is to be used for the purposes of terrorism;  
• uses or possesses any money or property for the purposes of terrorism; and/or  
• becomes concerned in an arrangement relating to such matters above;       

In order that the above standards of reporting and responding are met, this is what is expected of you: 

You have a duty to protect WFD from involvement in any form of terrorist activity. Furthermore, you must immediately inform your WFD representative and/or the WFD Director of Operations & Company Secretary, Chris Lane, at chris.lane@wfd.org. Failure to report will be treated as serious and may result in termination of any agreement with WFD. 

You are obliged to:- 

• act quickly and get help  
• encourage your own staff to report on terrorist activity 
• contact your WFD representative with your concerns immediately and/or the WFD Director of Operations & Company Secretary, Chris Lane, at chris.lane@wfd.org 
• keep any information confidential to you and the WFD representative.  

There is no minimum amount for an incident to be reportable. If you want to know more about the WFD Anti-Terrorism Policy, then please contact your WFD representative.