Terms and Conditions





Notes and Instructions for Use:

Scope of document

  1. This standard document consists of a contract award letter for goods and annexes, including short form terms and conditions of contract in its Annex 1 (Conditions). It has been designed for use by all Government Departments and Executive Agencies[1] when procuring goods below the procurement thresholds found in the Public Contracts Regulations 2015.
  2. This document is for goods only and does not envisage that services will be supplied under it, although delivery and/ or basic installation may be necessary and within scope. There is an equivalent document for the supply of services also available on GOV.UK.
  3. This document assumes that there will be no TUPE liability.
  4. This document assumes that there will be no data processing within the meaning of the Data Protection Act 1998. Such actions would be more suited to the Services contract.
  5. This document is also not suitable for IT contracts. For minor IT contracts you should normally use an appropriate framework. For information on frameworks visit CCS website at http://ccs.cabinetoffice.gov.uk/ or contact the Service Desk (0345 410 2222 or info@crowncommercial.gov.uk.).
  1. For the Agreement to these Conditions, you must not accept any Supplier terms and conditions that are sent to you either separately, attached to the Award Letter or the Conditions or sent to you in soft or hard copy. If any of these events occur you must ensure that any Supplier terms and conditions are rejected and the rejection is evidenced in writing.

Drafting considerations

  1. If Delivery is in instalments then to comply with the Sale of Goods Act 1979 dates and details of instalments (including price and quantity etc) must be set-out in the Specification and acknowledged in the Award Letter.
  2. Delivery is assumed to be undertaken by the Supplier to an address provided by the Authority in the Award Letter. If the Authority wishes to collect the Goods, the Specification and Award Letter will need to be amended to provide for this.
  3. Delivery is assumed to be on Working Days during normal business hours. If Delivery is to be outside of these days and times the Award Letter will need amending under the heading ‘Additional Delivery Instructions’.
  4. The Agreement assumes the Supplier neither requires access to nor prior inspection of the Authority’s premises to fulfil the Agreement.
  1. Acceptance criteria are not covered, however the Agreement includes express rights to reject Goods which are defective (as the Sale of Goods Act 1979 provides that once goods have been accepted, these rights are lost).
  2. The Agreement is accepted on receipt by the Authority of a copy of the Award Letter countersigned by the Supplier within 7 days from the date of the Award Letter. If you wish to change the period between offer and acceptance you must amend the number of days in the Award Letter and the terms and conditions of contract at clause 2.
  1. ‘Time is of the essence’ is not included as in most cases it would be disproportionate to reject delivery and claim damages if the Goods are Delivered late.       Where this is a requirement, it should be stated in the Award Letter. Where Delivery is late, the Agreement provides a number of alternative remedies including rejection of the Goods or termination of the Agreement.
  2. The Agreement provides that where the Authority requests, the Supplier must comply with the Authority’s data security requirements, staff vetting procedures, equality and diversity policy or environmental policy. The Award Letter does not make any provision for this therefore in the event that such requirements are necessary, appropriate text will need to be inserted in the Award Letter.
  3. Clause 15 of the Agreement provides for a default Supplier liability limitation of 125% of the Charges paid or payable to the Supplier for all claims, apart from claims related to IP and Supplier fraud or corruption which have unlimited liability. In the case of IP claims against the Authority for actual or alleged infringement of a third party’s IP connected with the supply of Goods, the liability under clause 10 is unlimited. Whilst these provisions are designed to suit most cases, you should always ensure that they are appropriate for your needs, and if not, consider whether this contract is appropriate.

Completion of the Award Letter

  1. The assumption is that the Award Letter will be sent via email. If this is incorrect, then you should amend the Award Letter accordingly by deleting the sentence containing the Supplier’s email address. You will need to insert into the Award Letter the Authority letterhead and insert the Supplier’s name and address. You will also need to insert the Authority’s name and the Supplier’s name into the square bracketed emboldened text prompts at the start of the Award Letter, because the definition of Customer and Supplier in the terms and conditions refer back to this detail. The Authority is the Customer.
  2. There is further square bracketed emboldened text throughout the Award Letter that you will need to replace with the requested information, or where optional text is provided, delete the option that is not relevant.
  3. You will need to complete paragraphs 1) and 4) of the Award Letter with, respectively, (i) all relevant particulars of the delivery address, date, packaging instructions and any additional delivery information, and (ii) the name and addresses of the Parties for the purposes of serving notices under the Agreement. It is recommended that the person for whose attention notices should be marked is identified by job title rather than name to cater for staff changes.
  4. You will need to complete paragraphs 2) and 3) of the Award Letter by, in each case, selecting the appropriate option and deleting the inapplicable option.       If you select an option which refers to an Annex, you will need to insert the relevant information in that Annex. Otherwise Annexes 2 and 3 should be deleted.
  1. Paragraphs 5) contains drafting to enable you to confer a right on the Customer to require Disclosure and Barring Service checks and to exclude persons who have relevant criminal convictions from performing the Agreement.

To the extent that these provisions are not relevant to your Agreement, they should be deleted.

  1. The Award Letter takes precedence over the annexed terms and conditions of contract.       The terms and conditions in Annex 1 can therefore be amplified and/or overridden by including additional specific terms in the Award Letter. If you do wish to override a provision in Annex 1, you should state this expressly in the Award Letter.
  2. The Award Letter states that the Customer will, within 10 working days of receipt of a countersigned copy of the Award Letter, send the Supplier a PO Number. You will need to ensure this action is completed.


[Authority letterhead]



[Supplier name
Supplier address


Attn: [insert Supplier contact name]

By email to: [insert Supplier contact email address]

Date: [Insert date]

Your ref: [Insert Supplier’s reference, if any]

Our ref: [Insert Authority’s reference]

Dear Sirs,

Award of contract for the supply of [insert description of Goods]

Following your tender/ proposal for the supply of [insert details of Goods] to [insert Authority’s name], we are pleased to award this contract to you.

This letter (Award Letter) and its [Annex/Annexes] set out the terms of the Agreement between [insert Authority name] as the Customer and [insert Supplier’s name] as the Supplier for the provision of the Goods. Unless the context otherwise requires, capitalised expressions used in this Award Letter have the same meanings as in the terms and conditions of contract set out in Annex 1 to this Award Letter (the “Conditions”). In the event of any conflict between this Award Letter and the Conditions, this Award Letter shall prevail. Please do not attach any Supplier terms and conditions to this Award Letter as they will not be accepted by the Customer and may delay conclusion of the Agreement.

For the purposes of the Agreement, the Customer and the Supplier agree as follows:

Delivery Address

[insert delivery address, including telephone number of receiving individual]


Date of Delivery

[insert date of delivery]


Packaging Instructions:

[insert packaging instructions and/ or details of the Customer’s environmental policy, see clause 18.2.6 and 18.3]                                                                                          


Additional Delivery Instructions: [including time of Delivery if to be made outside of normal business hours]


Customer Supplier
[insert name
and address of Customer

Attention: [insert title]

Email: [insert email address]

[insert name
and address of Supplier]

Attention: [insert title]

Email: [insert email address]



All invoices should be sent, quoting a valid purchase order number (PO Number), to: [insert address]. Within [10] Working Days of receipt of your countersigned copy of this letter, we will send you a unique PO Number. You must be in receipt of a valid PO Number before submitting an invoice.

To avoid delay in payment it is important that the invoice is compliant and that it includes a valid PO Number, PO Number item number (if applicable) and the details (name and telephone number) of your Customer contact (i.e. Contract Manager). Non-compliant invoices will be sent back to you, which may lead to a delay in payment. If you have a query regarding an outstanding payment please contact our Accounts Payable section either by email to [insert email address] or by telephone [insert telephone number] between 09:00-17:00 Monday to Friday.


For general liaison your contact will continue to be [insert Contract Manager name and contact details] or, in their absence, [insert secondary name and contact details].

We thank you for your co-operation to date, and look forward to forging a successful working relationship resulting in a smooth and successful supply of the Goods. Please confirm your acceptance of the award of this contract by signing and returning the enclosed copy of this letter to [insert name] at the above address within [7] days from the date of this Award Letter. No other form of acknowledgement will be accepted. Please remember to quote the reference number above in any future communications relating to this contract.


Yours faithfully,


Signed for and on behalf of [insert name of Customer]
Name: [insert name]
[insert job title]
Buyer name (Procurement)


Date: Date:



We accept the terms set out in this Award Letter and the annexed Conditions


Signed for and on behalf of [insert name of Supplier]
Name: [insert name]
[insert job title]





Annex 1

Terms and Conditions of Contract for Goods


“Agreement” means the contract between (i) the Customer acting as part of the Crown and (ii) the Supplier constituted by the Supplier’s countersignature of the Award Letter and includes the Award Letter and Annexes;  
“Award Letter” means the letter from the Customer to the Supplier printed above these terms and conditions;  
“Central Government Body” means a body listed in one of the following sub-categories of the Central Government classification of the Public Sector Classification Guide, as published and amended from time to time by the Office for National Statistics:

(a)       Government Department;

(b)       Non-Departmental Public Body or Assembly Sponsored Public Body (advisory, executive, or tribunal);

(c)       Non-Ministerial Department; or

(d)       Executive Agency;

“Charges” means the charges for the Goods as specified in the Award Letter;
“Confidential Information” means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which (i) is known by the receiving Party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving Party to be confidential;


“Date of Delivery”

means the person identified in the letterhead of the Award Letter;


means that date by which the Goods must be Delivered to the Customer, as specified in the Award Letter.

“Deliver” means hand over the Goods to the Customer at the address and on the date specified in the Award Letter, which shall include unloading and any other specific arrangements agreed in accordance with Clause 6. Delivered and Delivery shall be construed accordingly.  
“DPA” means the Data Protection Act 1998;  
“FOIA” means the Freedom of Information Act 2000;  
“Goods” means the goods to be supplied by the Supplier to the Customer under the Agreement;  
“Information” has the meaning given under section 84 of the FOIA;  
“Party” the Supplier or the Customer (as appropriate) and “Parties” shall mean both of them;
“Purchase Order Number” means the Customer’s unique number relating to the order for Goods to be supplied by the Supplier to the Customer in accordance with the terms of the Agreement;
“Request for Information” has the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” shall apply);  
“Specification” means the specification for the Goods to be supplied by the Supplier to the Customer (including as to quantity, description and quality) as specified in the Award Letter;
“Staff” means all directors, officers, employees, agents, consultants and contractors of the Supplier and/or of any sub-contractor of the Supplier engaged in the performance of the Supplier’s obligations under the Agreement;  
“Staff Vetting Procedures” means vetting procedures that accord with good industry practice or, where applicable, the Customer’s procedures for the vetting of personnel as provided to the Supplier from time to time;
“Supplier” means the person named as Supplier in the Award Letter;
“VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994; and  
“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.  


to recover any expenses incurred in respect of buying the goods from another supplier which shall include but not be limited to administration costs, chargeable staff time and extra delivery costs.


7.1    Without prejudice to any other rights or remedies of the Customer, title and risk in the Goods shall pass to the Customer when Delivery of the Goods is complete (including off-loading and stacking)

and the Supplier shall comply with any such notice.

and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Customer under this clause 12.

15.3.3 breach of any obligation as to title implied by section 12 of the Sale of                        Goods Act 1979 or section 2 of the Supply of Goods and Services Act      1982; or

15.3.4  any other matter which, by law, may not be excluded or limited.

15.4  The Supplier’s liability under the indemnity in clauses 10.2 and 19.3 shall be unlimited.

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate the Agreement by written notice to the other Party.


[Annex 2




[Annex [2/3]



[1] This document assumes that the Customer is a Crown body. If the Customer is not a Crown body you will need to seek separate legal advice on whether this document is suitable and how it should be amended.