Draft 5.1.1

SCHEDULE 2 - ADDITIONAL TERMS

GOODS AND LOGISTICS

Definitions

Terms defined in the Framework Agreement shall be given the same meaning in these Additional Terms. In these Additional Terms, the following additional definitions shall apply:

1.1“ASN” means Advance Shipment Notification;

1.2“Blue Diamond Product” means Goods picked by the Contractor using Orderdetails sent electronically by NHS Supply Chain and which are delivered to the required NHS Supply ChainDepot within an agreed lead time. The Contractor processes, picks, packs and labels the Orders and delivers the Orders to the specified NHS Supply Chain Depots on the specified delivery date;

1.3“EDI” means electronic data exchange;

1.4“E-Direct Product” means Goods which are picked, packed and labelled to a requisition point by the Contractor and are delivered direct to the Customer by the Contractor on a mutually agreed fixed lead time between NHS Supply Chain and the Contractor;

1.5“Ex Works Product” means Goods purchased from the Contractor at the Contract Price, excluding delivery and other associated delivery costs, it being the responsibility of NHS Supply Chain to arrange for collection of such Goods from the Contractor. (As the term “Ex Works Product” relates only to the manner of delivery to NHS Supply Chain or the Customer, all Ex Works Products shall either be considered Stock Product, Blue Diamond Product, Variable Lead Time Product or E-Direct Product, disregarding any relevant aspects concerning delivery);

1.6“NHS Supply Chain Depot” means any of the NHS Supply Chain depots located at Normanton, Alfreton, Runcorn, Maidstone, Bury St Edmunds, Bridgwater and Rugby and any other locations as may be added or substituted by NHS Supply Chain from time to time;

1.7“NHS Supply Chain Supplier Portal” means the electronic portal that contains all details and correspondence between NHS Supply Chain and the Contractor in relation to Orders that involve a Non Direct Route of Supply;

1.8“Operational Supplier Guide” means the NHS Supply ChainOperational Supplier Guide appended to these Additional Terms and as amended from time to time, the current version of which is available at and which details how deliveries toNHS Supply Chain work, the obligations on the Contractor and NHS Supply Chain for Goods that are supplied on a Non Direct Route of Supply and how the invoicing at NHS Supply Chain is processed;

1.9“POC” means proof of collection;

1.10“Stock Product” means specified Goods delivered by the Contractor to the relevantNHS Supply Chain Depots. These Goods are transported by NHS Supply Chain for stock at other NHS Supply Chain Depots;

1.11“Variable Lead Time Product” means Goods picked by the Contractor using Order details sent electronically by NHS Supply Chain and which are delivered to NHS Supply Chain to an agreed lead-time which is greater than that for Blue Diamond Products. (Customers are informed via the Catalogue that the Goods have a lead-time greater than 48hours, and on ordering the Goods, the Customers are advised via the priced advice note of the exact date that the Goods will be delivered to them.)

  1. ORDER PLACEMENT
  2. NHS Supply Chain may send Orders to the Contractor by EDI or other electronic interface, e-mail or fax. Upon receipt of an Ordertransmitted by EDI, the Contractor must acknowledge receipt of the Order via the EDI system. (EDI trading standards used by NHS Supply Chain include TRADECOMS – ORDERS V8 and EDIFACT – TF2ORD, but most other standards can be used at NHS Supply Chain’s discretion.)
  3. The Contractor acknowledges and agrees that NHS Supply Chain or any relevant Customer may amend or terminate an Order by written notice (including e-mail, fax, or letter) at any time prior to the despatch of the Goods by the Contractor unless agreed otherwise in Writing.
  4. Upon receipt of an Order, the Contractor must confirm receipt of the Order via the NHS Supply Chain Supplier Portal.
  5. LOGISTICS – STOCK
  6. Delivery of Goods
  7. Prior to delivery of the Goods with a validNHS Supply Chain Order number, the Contractor must confirm the delivery time and slot with NHS Supply Chain. The Contractor must refer to the Operational Supplier Guide for details of the current process.
  8. The Contractor shall deliver the Goods to the Location and in accordance with any delivery instructions in the Specification, Order or as agreed by the Parties in Writing.
  9. Delivery shall be deemed to have been completed when the Goods have been unloaded at the Location and a duly authorised agent, employee or representative of NHS Supply Chain has accepted such delivery. NHS Supply Chain shall procure that such duly authorised agent, employee or representative of NHS Supply Chain is at the Location in order to accept such delivery.
  10. Unless agreed in advance with NHS Supply Chain, if the Goods are delivered more than 5 days before the date specified in an Order (or such other date which NHS Supply Chain has acknowledged in Writing), NHS Supply Chain shall be entitled at its sole discretion to either (i) refuse to take delivery of the Goods; or (ii) charge the Contractor for storage and associated insurance costs in respect of the Goods; until the contractually agreed date for delivery.
  11. Any carrier engaged in the carriage and/or delivery of the Goods to the Location shall be deemed an agent or sub-contractor of the Contractor and not NHS Supply Chain. It is the Contractor’s responsibility to ensure that their appointed carrier complies with the terms of this Framework Agreement and that all delivery paperwork clearly contains the requirements set out in paragraph 3.1.The Contractor shall be fully responsible for all acts or omissions of any carrier, and shall indemnify NHS Supply Chain from and against any liability incurred by NHS Supply Chain arising from any such acts or omissions of such carriers.For the avoidance of doubt, a carrier’s consignment note will not constitute a valid proof of delivery.
  12. In the event of a disputed delivery, failure by the Contractor to provide signed delivery documentation containing the requirements set out in paragraph 3.1 may result in non-payment by NHS Supply Chain for any disputed Goods in accordance with the terms of the Framework Agreement.
  13. Unless otherwise stated in the Specification, the Contractorshall at its own cost be responsible for all procedures and for obtaining all export and import consentsinvolved in or required for the importation of the Goodsand shall be responsible for any delays arising therefrom, including due to such licences not being available when required.
  14. In the case of any Goods supplied from outside the United Kingdom, the Contractor shall ensure that accurate information is provided to NHS Supply Chain as to the country of origin of the Goods and shall be liable to NHS Supply Chain for any additional duties or taxes for which NHS Supply Chain may be accountable should the country of origin prove to be different from that advised by the Contractor.
  15. The Contractor shall indemnify NHS Supply Chain from and against any liability incurred by NHS Supply Chain arising from or by reason of the Contractor failing to comply with its obligations set out in paragraphs3.1.7 and 3.1.8 above.
  16. Where NHS Supply Chain agrees in Writing to accept delivery by instalments a Contract will be construed as a single contract in respect of each instalment. Failure by the Contractor to deliver any one instalment may allow NHS Supply Chain at its option to treat the whole Contract for those Goods to be delivered in instalments as repudiated depending upon the circumstances of the non-delivery, such option not to be unreasonably invoked.
  17. All Goods that customarily bear any mark, tab, brand, label or other device indicating place of origin, inspection by any government or other body or standard of quality must be delivered with all the said marks, tabs, brands, labels, serial numbers or other devices intact.
  18. The Contractor must ensure that a delivery advice note, which will be signed as ‘Proof of Delivery’ by NHS Supply Chain, accompanies all deliveries to the designated Location. The delivery advice note must be on the Contractor’s headed paperwork and must be presented upon delivery for checking and signing by aduly authorised agent, employee or representative of NHS Supply Chain at the Location. This document must contain as a minimum the information set out in the Specification.
  19. The Contractor must ensure that no manual amendments are made to the delivery documents prior to delivery to NHS Supply Chain. All amendments to delivery documents must be made electronically before delivery.
  20. With the prior written agreement of the Parties, the arrangements set out in paragraphs 3.1.10and 3.1.11 may be suspended in favour of alternative arrangements (including electronic trading and new logistics processes).
  21. Where deliveries are checked prior to the delivery vehicle leaving an NHS Supply Chain Depot any damaged Goods, over-delivery or otherwise unacceptable Goods will be returned with the vehicle and the driver’s paperwork amended accordingly. Where the driver’s notes are signed “unexamined” or “unchecked”, the Contractor will be advised within 7 working days in Writing of any damaged Goods, over-delivery or otherwise unacceptable Goods, which require uplift. Where NHS Supply Chain notifies the Contractor of shortages, the Contractor shall, on NHS Supply Chain’s instruction, either raise a credit note or provide replacement Goods.
  22. Where checkless receipting is in operation, it will be assumed that the contents of each delivery will comply 100% with the delivery note. In such circumstances, NHS Supply Chain will undertake random spot checks of deliveries. Where any discrepancy is found between the contents of the delivery and the delivery note it will be assumed that the same discrepancy has occurred in each delivery received by NHS Supply Chain in the preceding 3 months from the date the spot check took place.

Delivery advice notes

3.1.17The Contractor must refer to and comply with delivery advice note requirements set out in the Operational Supplier Guide.

3.2Delivery Times

3.2.1The Contractor shall agree a delivery time in accordance with the process set out in the NHS Supply ChainOperational Supplier Guide.

3.2.2NHS Supply Chain’s receipts departments operate a 24-hour receipts schedule. The Contractor will be required to ensure that they or their carriers can facilitate deliveries to the relevant NHS Supply Chain Depot at any time throughout the day and/or night on any date which may be required by NHS Supply Chain.

3.2.3NHS Supply Chain reserves the right to raise a charge against the Contractor in circumstances where the Contractor fails to accept the delivery timescale provided by NHS Supply Chain in order to recover the additional administrative costs incurred by NHS Supply Chain as a result ofhaving to reschedule the Contractor’s delivery time.

3.2.4If, after the delivery time has been agreed, the Contractor or their carrier wishes to amend the delivery time, the authorised representative of the Contractor must contact NHS Supply Chain’s receiving NHS Supply Chain Depot at least 24 hours prior to the planned delivery to request for authorisation to amend such delivery time, such authorisation to be at the discretion of NHS Supply Chain.

3.2.5Delivery vehicles must not arrive at an NHS Supply Chain Depotmore than 30 minutes in advance of their booked delivery time, and the Contractor acknowledges thatany deliveries which do so may be asked by NHS Supply Chainto wait at an area off site and subsequently return at the agreed time to complete the delivery.

3.2.6Delivery vehicles which arrive at an NHS Supply Chain Depot more than 30 minutes after the agreed booking time may be subject to delays or refusal.

3.2.7Any delivery that fails to arrive at the Location at the agreed delivery time will result in a rescheduled delivery time at the discretion of NHS Supply Chain’s inventory and warehouse operations teams as appropriate. The rescheduled time may be outside the Contractor’s normal working hours.

3.2.8For all Stock Product Orders the Contractor must agree the delivery day and time with NHS Supply Chainin accordance with these Additional Terms.

3.2.9Failure by the Contractor to deliver the Goods or any part of them within the time agreed in accordance with paragraph 3.2.8shall entitle NHS Supply Chain to terminate the relevant Contractpursuant to Clause 16.1.1 of the Framework Agreement and/or purchase other goods of the same or similar description to the Goods to make good such default and recover from the Contractor the difference (without prejudice to any other right or remedy available to NHS Supply Chain under the terms of the Contract and/or the Framework Agreement):

(i)the amount by which the cost of purchasing other goods exceeds the amount that would have been payable to the Contractor in respect of the Goods replaced by such purchase; and

(ii)any other costs which may be incurred by NHS Supply Chain as a result of such failure,provided that NHS Supply Chain uses all reasonable endeavours to mitigate its losses in this respect.

3.2.10In certain circumstances (such as in the case of an urgent Customer request), NHS Supply Chain may require the Goods to be delivered on a same day or next day basis. In such circumstances, NHS Supply Chain will contact the Contractor to discuss such requirement and arrange a mutually acceptable delivery time, and the Contractor agrees that it will not unreasonably withhold or delay its agreement to a mutually acceptable delivery time.

3.2.11If an ASN system is implemented by NHS Supply Chain, the Contractor will prior to delivery, advise NHS Supply Chain by EDI or other electronic interface details of what is to be delivered. This ASN must detail the NHS Supply Chain product code, quantity, receiving NHS Supply Chain Depot or other Location, date and time of delivery and the NHS Supply Chain purchase order number. The ASN should detail all stock contained on the delivery vehicle from theContractor.

3.3Containers and Pallets

3.3.1Unless otherwise agreed in Writing pallets must be fourway entry 1200 x 1000mm with a full perimeter base of nailed wooden construction.

3.3.2Europallets should only be used if agreed between NHS Supply Chain and the Contractor in Writing before delivery. Europallets must be fourway entry 1200 x 800mm with a full perimeter base of nailed wooden construction.

3.3.3The pallet design and construction must be suitable to support the load and satisfy the requirements of the appropriate British Standards (BS ISO 6780: 1998 and BS ISO 8611: 1991).

3.3.4The maximum total weight of each loaded pallet should not exceed 1000kg, inclusive of the pallet itself. In exceptional circumstances, where agreed in advance between NHS Supply Chain and the Contractor, pallet loads will be permitted in excess of 1000kg. The Contractor acknowledges that NHS Supply Chain cannot accept delivery of any pallet in excess of 1250kg.

3.3.5The weight should be evenly distributed and overhang/underhang must be avoided at all times. In exceptional circumstances, where agreed in advance between NHS Supply Chain and the Contractor, the overhang/under hang must not exceed 25mm.

3.3.6The maximum total height of any one pallet should not exceed the inclusive dimensions below, except with the prior written agreement of NHS Supply Chain:

NHS Depot / Maximum height
Normanton / 1500 mm
Alfreton / 1500 mm
Runcorn / 1400 mm
Maidstone / 1400 mm
Bury St Edmunds / 1500 mm
Bridgwater / 1500 mm
Rugby National Distribution Centre / 1600 mm
Rugby / 1500mm

3.3.7Unless otherwise agreed in Writing, no more than one type of Goods shall be delivered on any one pallet. In bulk loading conditions, all cartons, etc of one type of Goods must be distinctly separated from any other types of Goods. Mixed pallets may be delivered, however different types of Goods must be separated by wooden pallets to separate them in a safe manner which does not cause damage to the Goods. Where damage is likely to be caused the Goods must be separated by a cardboard sheet.

3.3.8Sell by or use by dates of all common individual NPC codes should not be mixed on one pallet.

3.3.9Where a mixed pallet is to be delivered, the Contractor must ensure that the pallet is clearly labelled "MIXED PALLET".

3.3.10Where a mixed pallet is to be delivered, the maximum total height of the pallet must not exceed 2000mm, with any one type of Goods not exceeding the dimensions set out in paragraph 3.3.6.

3.3.11To prevent movement of stock on pallets in transit and handling, the Contractor must ensure that pallet loads are stabilised by stretch wrap, shrink-wrap, taping or other methods that do not cause any damage to the Goods or packaging. Metal banding is not permitted under any circumstances. Only clear stretch-wrap / shrink-wrap is to be used.

3.3.12Pallets held at NHS Supply Chain’s Depots will be exchanged at the time of delivery only, on a one for one basis. If pallets are not available, or the Contractor is unable to collect at the time of delivery, a pallet exchange note will be issued by NHS Supply Chain. Pallets will only be exchanged when the Contractor produces proof of delivery or the pallet exchange note. These pallets will be given to the Contractor later on production of the original exchange note. Photocopies will not be accepted unless by prior agreement with NHS Supply Chain.