INVITATION TO TENDER by 97HsPX2D

VIEWS: 15 PAGES: 31

									                   INVITATION TO TENDER

                      MODEL DOCUMENT




All coloured text is for guidance and should be deleted before
the issue of the tender. The text in red is where information
has to be filled in. The text in blue is explanation of what to do
in certain circumstances and the green text is for areas where
there is more than one choice that can be made for a particular
set of circumstances. Equipment, or anything big you intend
to buy once will probably amount to a one-off buy.




                      Edition (date) : 01 August 2011
Charity number SC004401




                          INVITATION TO TENDER



                          FOR THE PROVISION OF



            [SPECIFY CONSULTANCY TO BE PROVIDED]




                                                 [FILE REF]




TENDER COMPANY NAME……………………………………….
Our Ref:


[DATE] Date advert despatched to OJEU, Contracts Scotland Portal


[DATE] [Tenderer to insert date completed]


Dear Sirs

TENDER FOR:             Provision of [FRAMEWORK AGREEMENT FOR – delete if not
                        required][SPECIFY GOODS TO BE SUPPLIED]
                        [SPECIFY PERIOD WITH THE OPTION TO EXTEND FOR SPECIFY ANY
                        EXTENSION TIME] (For one-off buys this may not be required). If the work
                                            must start by a certain date for one-off buys then that
                                            date should be inserted here)
TENDER NO:              [INSERT UNIQUE REF. NO.]

You are invited to Tender for the above requirement. This invitation to Tender consists of the following
documents together (“The Invitation to Tender”) and the Questionnaire (attached separately):

                Schedule 1A - Tendering Instructions
                Schedule 1B - Conditions of Tender
                Annex to Tender - Contract for Purchase of Goods
                Schedule 2 - Schedule of Requirements If enclosing further documentation such as an
                excel spreadsheet you should say, “Excel spreadsheet attached separately”
                Schedule 3 - Conditions of Contract

Once you have downloaded the above documents, please check the contents of the Invitation to Tender
package to ensure you are in receipt of all of the above and then return your completed tender to the
University electronically via the Public Contracts Scotland portal http://www.publiccontractsscotland.gov.uk/.
Please upload the tender containing the response to Schedule 2 and the Questionnaire in Word and/or Excel
2000 format as appropriate. PLEASE UPLOAD TENDERS ONLY IN THE FORMAT THEY ARE ISSUED,
E.G. TENDERS ISSUED IN WORD MUST BE UPLOADED IN WORD. ATTACHMENTS TO A TENDER
MAY BE SUBMITTED IN ALTERNATIVE FORMATS. N.B. The University reserves the right to reject tenders
not completed in the manner required”.

You are required to hold all information pertaining to the Invitation to Tender confidential and to the limit the
dissemination of information within your organisation on a need to know basis and you undertake to be
bound by this requirement upon submission of your tender.

All information submitted to the University may need to be disclosed and/or published by the University in
compliance with the Freedom of Information (Scotland) Act, 2002 (FoISA). If you consider that any
information included in your bid is commercially confidential please identify it and explain in terms consistent
with the definitions of exemptions given in the Act what harm might result from disclosure and/or publication.
Even where you have indicated that information is commercially sensitive, the University may disclose this
information where it sees fit, so that the University’s statutory obligations are met. Receipt by the University
of any material marked ‘confidential’ or equivalent should not be taken to mean that the University accepts
any duty of confidence by virtue of that marking. For more information about FoISA please see the web
page: http://www.gla.ac.uk/services/information/foi/ and http://www.scotland.gov.uk/About/FOI.

In pursuance of the public sector agenda on collaborative procurement, information on any contract
placed as a result of this tender exercise may be requested by public sector Centres of Expertise or
HE collaborative consortia, and the University of Glasgow will comply with any such request.
Please note: it is now a mandatory statutory requirement that the value of all contracts placed as a
result of tendering activity is disclosed with the Note of Award to OJEU.

Submission of a tender will amount to acceptance and acknowledgement of the content of the
preceding paragraph.
If you are purchasing IT and telecom equipment, lighting equipment, electrical and electronic tools,
Medical devices, monitoring and control instruments or automatic dispensers such as vending machines, you
should insert the following paragraph in brackets: [The WEEE Directive requires companies supplying those
items falling under the Directive to register under the terms of the Directive. If the product at Schedule 2 falls
under the WEEE Directive, please address the details in the Selection Questionnaire attached. Does your
organisation import any EEE from outside the EU? If yes, please detail in your tender how your organisation
will ensure that any such products comply with the requirements of the Restrictions of Hazardous
Substances Directive http://www.gla.ac.uk/services/equalitydiversity/2002/95/EC.]
PLEASE PROVIDE FULL DETAILS IF IMPLEMENTATION OF THIS DIRECTIVE HAS ANY PRICE
IMPLICATIONS THAT WILL BE PASSED TO THE UNIVERSITY

Please refer to http://www.gla.ac.uk/services/equalitydiversity/ for guidance on all University policies to meet
obligations under the Disability Discrimination Act 1995 (as amended 2005), Race Relations (Amendment) Act 2000,
the Equality Act 2006 and the Equality Act 2010 and http://www.gla.ac.uk/services/humanresources/ for policies on
complaints regarding non-University staff, and various other statutory requirements.                 Please refer to
http://www.gla.ac.uk/services/purchasingoffice/informationforsuppliers/ for access to the Purchasing Office
Buyer's Profile and all policies and procedures applicable to the conduct of the University throughout the procurement
process.

Your Tender must be received by Noon on – [insert date], this being the "Tender Return Date". It is our intention to
complete our Tender evaluation so that the Contract for this work will be awarded in time for work to commence on
[insert date].

In line with the provisions of the Disability Discrimination Act 1995 and the Equality Act 2010 should you require this
information in an alternative format, please contact me on [INSERT DEPARTMENTAL PHONE NUMBER].

Yours faithfully




[NAME]
[DEPARTMENT]
University of Glasgow
Charity number SC004401
                               SCHEDULE 1A - TENDERING INSTRUCTIONS

1 Price

       Please fill in the relevant part of Schedule 2 to indicate the fee that you will charge for the goods set
       out therein. Prices quoted at Schedule 2 are to remain open for acceptance until [INSERT DATE].
       (This is usually the contract start date or may be the date of delivery in the case of one-off buys).



2 Qualification of the Contract or Terms and Conditions

       Please provide us with written details of any areas where you will not be able to comply with the
       specification set out in this Invitation to Tender. Qualifications should only be made if you cannot
       comply with the requirements of the contract at any price.
       The University expects to trade under the terms and conditions of this exercise. Should there be any
       alternative terms you wish to highlight for addition, supplementation or deletion, they must be
       included in your tender submission and based upon amendment to the terms enclosed only. If
       you have not provided alternatives in the manner outlined, the University reserves the right either to
       reflect this in the evaluation scoring or reject your tender.

       If your Tender is qualified we reserve the right to reject it in total.


3      Questionnaire Information Required by the University

       Tenderer’s are required to complete the Questionnaire issued with the Tender documents and
       submit it with their tender.


4      Documents to be Returned

       Please sign the Annex to Tender - Contract for Provision of Goods, and return it to us, with all of the
       other Schedules to this Invitation to Tender attached thereto duly completed and stating the tender
       number in accordance with Public Contracts Scotland portal instructions.


5      Formation of Contract

       In submitting the documents referred to in paragraph 4 above, you are making a formal offer to
       supply the Goods specified in Schedule 2 pursuant to the terms of the Contract (As defined in the
       Annex to Tender). Neither acceptance of the tender nor entering into the Contract shall oblige the
       Buyer to purchase the goods until such time as an Order as defined in the Annex to Tender is
       submitted by the Buyer.

6      Abandonment of Tender

       The University reserves the right to abandon this tender process at any time. Should abandonment
       be pursued, bidders will receive written reasons for the abandonment. The University will not be
       responsible for any costs or expenses incurred by the Tenderer in connection with participation in the
       Tender.
                             SCHEDULE 1B – CONDITIONS OF TENDER


1. General

      1.1 Contents of the Invitation to Tender

      The Tender is to be made strictly in accordance with the requirements of this Invitation to Tender
      which shall be deemed to include any addenda that are issued from time to time in accordance with
      Clause 1.4 hereof. The University reserves the right to reject any Tender not completed in the
      required format.

      1.2 Enquiries Concerning the Tender

      Any query in connection with the Tender or the Invitation to Tender shall be submitted in writing via
      the Public Contracts Scotland portal, http://www.publiccontractsscotland.gov.uk/. Enquiries submitted
      by any other means will not be answered. . PLEASE ENSURE THE TENDER REFERENCE
      NUMBER IS STATED ON ALL TENDER ENQUIRIES.
      PLEASE NOTE: PLEASE LOOK AT THE PUBLIC CONTRACTS SCOTLAND PORTAL FOR
      CORRESPONDENCE.


      The response by the University as well as the nature of the query will automatically be notified to all
      Tenderer’s. On no account before [INSERT DEADLINE] (the “Tender Return Date”) is the Tenderer
      to contract or communicate with any other person involved in work concerning this Invitation to
      Tender.

      1.3     Independent Tenderer

              By submission of a Tender, the Tenderer warrants that:

      (a)     The prices in the Tender have been arrived at independently, without consultation,
              communication, agreement or understanding for the purpose of restricting competition, as to
              any matter relating to such prices, with any other Tenderer or with any competitor;

      (b)     unless otherwise required by law, the prices which have been quoted in the Tender have not
              knowingly been disclosed by the Tenderer, directly or indirectly, to any other Tenderer or
              competitor, nor will they be so disclosed;

      (c)     no attempt has been made or will be made by the Tenderer to induce any other person or
              firm to submit or not to submit a Tender for the purpose of restricting competition;

      (d)     the Tenderer has the necessary resources, expertise and experience to fulfil its obligations
              under any contract which may result from the Tender; and

      (e)     all information that the Tenderer has submitted in relation to the Invitation to Tender is true
              and accurate.

      1.4     Modification by the University

      Any advice of a modification to the Invitation to Tender shall be issued via the Public Contracts
      Scotland portal, and shall be deemed to constitute part of, the Invitation to Tender. If necessary, the
      University shall revise the Tender Date in order to provide sufficient notice of the change. Except
      under exceptional circumstances, no extension of time and date by which the Tender must be
      submitted will be granted.

      In the event that the Tenderer has already submitted a Tender, that the Tenderer shall be entitled
      either to submit a fresh Tender prior to the Tender Date, in which case the Tenderer’s previous
      Tender shall be superseded, or to withdraw its Tender, failing which the existing Tender will be
      deemed to have been submitted subject to the modification to the Invitation to Tender.
2.     Preparation of Tender

       2.1     Cost of Tender

       The University will not be responsible for any costs or expenses incurred by the Tenderer in
       connection with the preparation or delivery or evaluation of the Tender.

       2.2      Language of Tender

       The Tender and all accompanying documents are to be in English.

       2.3      Validity Period of Tender

       All details of Tender, including prices and rates, are to remain valid for acceptance until [INSERT
       DATE]. (Again, this will be the contract start date but may be the date of delivery only in the case of
       one-off buys).

       2.4      Currency of Tender

       Tender prices shall be in sterling.


3.     Delivery of Tender

       3.1      Number of Copies

       In submitting the Tender, the Tenderer shall include the Annex to Tender, with all the remaining
       Schedules to the Invitation to Tender attached thereto. All relevant Schedules shall be duly
       completed. These documents shall together comprise the “Tender”. Please upload the tender
       containing the response to Schedule 2 and the Questionnaire in Word and/or Excel 2000 format as
       appropriate. N.B. The University reserves the right to reject tenders not completed in the manner
       required”.

       3.2      Delivery Date

       The Tender must be submitted via Public Contracts Scotland portal no later than Noon on [INSERT
       DEADLINE], this being the Tender Date. Failure to follow these instructions will render the Tender
       invalid.


4.     Treatment of Tender

       4.1      The University’s discretion

       The University does not undertake to accept the lowest Tender, or part or all of any Tender, and the
       acknowledgement of receipt of any submitted Tender shall not constitute any actual or implied
       agreement between the University and the Tenderer. The University reserves the right to accept any
       part, or all, of any Tender at its sole discretion. The University guideline on the Financial Health of
       Suppliers is at:- http://www.gla.ac.uk/services/purchasingoffice/informationforsuppliers/ and
       the University does not undertake to accept any Tender where the financial health of the Supplier
       would, in the opinion of the University, impose too high a risk.

       The University will accept the most economically advantageous Tender based on the following
       criteria and weightings listed in order of importance:

       Criteria should be listed in order of importance. The suggested criteria below can be inserted,
       deleted and supplemented, as appropriate.
       Criteria should be weighted for Tenders over the EC Threshold.

If mandatory requirements at schedule 2 used then criteria top line should show

       Ability to meet mandatory requirements at           (Y/N)
       Selection Questionnaire for inclusion into the
exercise
Criteria                                             Weighting



   [Technical Merit]
   [Aesthetic and functional characteristics]
   [Technical Assistance and after sales service]
   [Quality]
   [Price]
   [Delivery date, installation, training and commissioning]
   [Delivery period/period of completion]
   [Cost effectiveness and after sales service]
   [Whole life cost]
    [Environmental Characteristics and running costs] [If this criteria is included, add: Please see
     University Policies and Procedures at
     http://www.gla.ac.uk/services/purchasingoffice/informationforsuppliers/]
  [Warranty and post warranty costs] –[Note: - if it is likely that the product will require extended
  warranty or service options after the initial warranty period, it is best to ask for the details in the
  tender and make it part of the evaluation. Otherwise a further tender exercise may need to be
  conducted for service providers downstream as servicing requires to be competitively tendered.]
    [Suppliers quality control procedures]
    [Reference sites] [References should only be requested at Schedule 4, Paragraph II(ii) where
  the intention is to visit sited equipment or the location where a service is currently being
  conducted, or where the department will be able to communicate directly with the reference site.
  If references are taken up, “reference sites” must be used as an evaluation criterion and unless
  the department is confident they can obtain sufficient information for references to be scored as
  an evaluation criterion, “references” or “referee sites” should not be used]. References can only
  be used to look at quality NOT experience. Experience must only be used for
  ELIGIBILITY/SELECTION to get into the exercise.

    [Payment arrangements]
    [Equipment loan and downtime provision]
    [Race Relations and Equality and Diversity considerations] [Use this criteria if buying services
  such as construction, maintenance, banking, nurseries, catering, recruitment, publishers, external
  research, - if unsure contact the Purchasing Office. If this criteria is used, add after the
  evaluation criteria above ‘Please refer to http://www.gla.ac.uk/services/equalitydiversity/ for
  guidance on all University policies to meet obligations under the Race Relations Amendment Act,
  Equality Act 2006 and various other statutory requirements.’


Below is a list of suggested evaluation criteria and weightings which can be used when purchasing
large items of equipment over the EC Threshold. Criteria can be inserted, deleted and
supplemented, as appropriate. Criteria should be weighted and suggested weightings are given
below.

   [Technical Merit] Weighting 10-15%
   [Aesthetic and functional characteristics] Weighting 10-15%
   [Technical Assistance and after sales service] Weighting 10-15%
   [Quality] Weighting 10-15%
   [Price] Weighting 10-15%
   [Delivery date, installation, training and commissioning] Weighting 5-12%
   [Delivery period/period of completion] Weighting 5-12%
   [Cost effectiveness and after sales service] Weighting 5-12%
   [Whole life cost] Weighting 5-12%
   [Environmental Characteristics and running costs] Weighting 5-12% [If this criteria is included,
    add: Please see the University Policies and Procedures at
    http://www.gla.ac.uk/services/purchasingoffice/informationforsuppliers/]


Other suggested evaluation criteria:
              [Warranties and post warranty costs]
              [Suppliers quality control procedures]
                  [Reference sites] [References should only be requested at Schedule 4, Paragraph II(ii)
                   where the intention is to visit sited equipment or the location where a service is currently
                   being conducted, or where the department will be able to communicate directly with the
                   reference site. If references are taken up, “reference sites” must be used as an evaluation
                   criterion and unless the department is confident they can obtain sufficient information for
                   references to be scored as an evaluation criterion, “references” or “referee sites” should not
                   be used]. References can only be used to look at quality NOT experience. Experience
                   must only be used for ELIGIBILITY/SELECTION to get into the exercise.
           
              [Payment Arrangements]
              [Equipment loan and downtime provision]
              [Race Relations and Equality and Diversity considerations] [Use this criteria if buying services
             such as construction, maintenance, banking, nurseries, catering, recruitment, publishers, external
             research, - if unsure contact the Purchasing Office. If this criteria is used, add after the
             evaluation criteria above ‘Please refer to http://www.gla.ac.uk/services/equalitydiversity/ for
             guidance on all University policies to meet obligations under the Race Relations Amendment Act,
             Equality Act 2006 and various other statutory requirements.’
              Commercial Compliance – the ability to comply with University terms and conditions

               FOR TENDERS WHICH MAY REQUIRE MORE JUSTIFICATION OF EVALUATION
               METHODOLGY, THE FOLLOWING MAY BE A USEFUL GUIDE ON LAYOUT AND
               INCLUSION
               Suggested Criteria with weighted scoring matrix at end of specification

           Criteria.                                                                       Weighting
           Price. Price will be assessed based on a Priced Schedule of
           Rates including General Preliminaries submitted by each
                                                                                              40%
           supplier. Tendered prices will be adjusted annually as stated
           in the ITT Documentation.
           Ability to provide adequate resources. This will include
           detailed questions regarding organisational structure capacity                     20%
           and quality of proposals for delivery of requirements.
           Methodology and approach. This will include assessment of
           challenges, proposals for management and delivery of the
           framework including innovation and creativity, strategic                           20%
           problem solving, added value/benefit to the existing estate,
           addressing sensitivity of approach/ client needs.
           Technical merit and quality. This will include assessment of
           technical knowledge, quality, and application of track record                      20%
           in the key areas detailed in the scope of service.


Ability to meet mandatory requirements at Schedule 2 for inclusion into the exercise                   (Y/N)

Criteria                                                                                            Weighting

Technical Merit, comprising:
Competence and working arrangements to perform the services required as demonstrated in
                                                                                                       15%
Schedule 2 Part 1
Response to additional Information Summary Report including quality of service, experience
of staff who would be involved in the contract, names, grades with qualifications and JIB grade        25%
of staff who would be involved in the Contract
Cost                                                                                                   20%
Suppliers quality control and staff supervision procedures as demonstrated in the
additional information Summary Report including waste disposal procedures and certificates,
                                                                                                       30%
dealing with purchase orders and invoices, details of the maintenance and repair information
records, summary of information to be included in the Log Book System, method of auditing
Log Book System/Computer system, samples of the Maintenance Report sheets to be used, a
statement of resources to undertake the services required, front of house support, response to
works requests from the University, procedures/method in effectively maintaining training for
staff, including Gas & Plumbing training for this type of activity
Environment, Health and Safety Procedures and Race Relations Policies.
Please provide brief statements demonstrating how compliance is achieved and would be
maintained in your response to the Summary Report.                                               10%
Please see University Policies at
http://www.gla.ac.uk/services/purchasing/tender/tender.htm


       4.2     Information Relating To Staff Transfers (to be used only for professional services
        where staff and skills are involved)

       Tenderers should note that TUPE is unlikely to apply to the Framework Agreement.
       Please note that a TUPE transfer happens by operation of law and the University’s view is not
       determinative.
       Please state if you foresee any staff employed to provide this professional service allocating more
       than 50% of their time to this contract for University business (Y/N)………………
       If yes, please state if the applicability of TUPE would have any material effect upon the tender
        submission you have provided.
       (Y/N)………………………………………………………………………….



       4.2      Tender not Returned

       No part of this Tender submitted will be resubmitted to the Tenderer.
                        ANNEX TO TENDER FOR THE PURCHASE OF SERVICES

Between:

THE COURT OF THE UNIVERSITY OF GLASGOW, University Avenue, Glasgow, G12 8QQ, UK
(“Buyer”)

and

[TENDERER TO INSERT NAME AND ADDRESS HERE] (“Seller”)


1.    INTERPRETATION AND DEFINITIONS

1A    Contract means all contract documentation to which the Buyer and the Seller are party relative to
      the Services, including but not limited to the Tender Documentation, this part of the Contract, the
      Orders and the Buyer's Terms and Conditions;

      Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade
      marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off,
      unfair competition rights, rights in designs, rights in computer software, database rights, topography
      rights, moral rights, rights in confidential information (including without limitation know-how and trade
      secrets) and any other intellectual property rights, in each case whether registered or unregistered
      and including all applications for, and renewals or extensions of, such rights, and all similar or
      equivalent rights or forms of protection in any part of the world;


      Regulations means any law, Act of any parliament or legislative assembly, instrument, rule, order,
      regulation, directive, which concerns or may affect the Goods and/or the Software or the supply,
      performance or receipt thereof;

      Software means any and all computer programs and computer software (of whatever type and in
      whatever form or media) installed on or supplied with or as part of the Goods at the time of its
      delivery and either necessary for its operation in the manner contemplated by the Buyer or otherwise
      referred to in or provided as part of the Order; and

      Tender Documentation means the invitation to tender issued by the Buyer dated [insert date]
      together with the Seller’s tender dated [insert date] and all other documents relative thereto.

      Bribery Act shall mean the UK Bribery Act 2010.

      Business Day means 9.00am to 5.00pm on any day (other than a Saturday or Sunday or a public
      holiday) on which clearing banks are open for the transaction of normal banking business in
      Glasgow.

      Corruption means bribery, extortion, fraud, deception, collusion, cartels, abuse of power,
      embezzlement, trading in influence, money-laundering, or any similar activity in each case in relation
      to the provision of the services by the Service Provider or the performance of the Service Provider’s
      obligations under this Agreement.

      Prohibited Act means any act described in Clauses entitled ANTI-CORRUPTION AND ANTI-
      BRIBERY below.

       Public Official means an individual who:-
               (a)       holds a legislative, administrative or judicial position of any kind, whether appointed
               or elected, of a country or territory (or any subdivision of such a country or territory);
               (b)       exercises a public function –
               (i) for or on behalf of a country or territory (or any subdivision of such a country or territory);
               or
               (ii) for any public agency or public enterprise of that country or territory (or subdivision); or
               (c)       is an official or agent of a public international organisation.
      Relevant Laws shall mean all applicable laws, statutes, regulations, and codes relating to anti-
      bribery and anti-corruption including but not limited to the Bribery Act.

      Relevant Policies shall mean the University’s anti-bribery and anti-corruption policies as the
      University may update them from time to time.

      University means the University Court of the University of Glasgow incorporated under the
      Universities (Scotland) Act 1889 and having their principal office at University Avenue, Glasgow,
      G12 8QQ, a registered Scottish charity (Charity Number SC00440, Charity Name ‘University of
      Glasgow Court’).



1B    INTERPRETATION

      In this Contract unless otherwise specified:
      (a)     a party means a party to this Contract and includes its permitted assignees or other
              transferees under this Contract and/or the successors in title to substantially the whole of its
              undertaking and, in the case of an individual, to his or her estate and personal
              representatives;
      (b)     a person includes any person, individual, company, firm, corporation, government, state or
              agency of a state or any undertaking (whether or not having separate legal personality and
              irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
      (c)     a statute or statutory instrument or any of their provisions is to be construed as a reference
              to that statute or statutory instrument or such provision as the same may have been or may
              from time to time hereafter be amended or re-enacted;
      (d)     recitals, clauses, paragraphs or schedules are to recitals, clauses and paragraphs of and
              schedules to this Contract. The schedules form part of the operative provisions of this
              Contract and references to this Contract shall, unless the context otherwise requires, include
              references to the recitals and the schedules;
      (e)     words denoting the singular shall include the plural and vice versa and words denoting any
              gender shall include all genders;
      (f)     the words including, include and in particular shall be construed as being by way of
              illustration or emphasis only and shall not be construed as, nor shall they take effect as,
              limiting the generality of any preceding words;
      (g)     the provisions of the Contract shall apply in preference to and supersede any terms and
              conditions referred to, offered or relied on by the Seller at any stage in the dealings between
              the Buyer and the Seller, with reference to the Goods to which the Contract relates,
              notwithstanding any provision similar in meaning to this in the Seller’s own terms and
              conditions; and
      (h)     in the event of any conflict between this part of the contract and another part of the Contract,
              the provisions of this part of the Contract shall prevail.


2.    BUYER’S REPRESENTATIVE

      For the purposes of the Contract, the Buyer’s Purchasing Office or its nominee shall represent the
      Buyer (“the Buyer’s Representative” or “the University’s Representative”).


3.    SERVICES

(1)   The Seller shall provide the consultancy services and certain goods (“the Services”) detailed in the
      Tender Documentation”) on the terms set out in the Contract.

(2)   The Seller warrants to the Buyer that by entering into the Contract and performing the Services
      neither it nor any Key Personnel (as defined below) shall be in breach of any Contract or other
      binding obligation.

(3)   For the purpose of providing the Services, Key Personnel shall be such personnel of the Seller
      named in the Contract or otherwise deemed by the Buyer to be essential to the proper performance
      by the Seller of the Contract and, in the event of any Key Personnel leaving the
(4)     Seller’s employment or engagement, the Seller shall be entitled to nominate in writing a replacement
        with equivalent or greater skill and experience, subject to the buyer’s written approval. The Seller
        shall procure the compliance of Key Personnel with the Contract including, without prejudice to the
        foregoing generality, procuring that Key Personnel sign such agreements to protect the Buyer’s
        Confidential Information (as defined below).

(5)     If the Buyer is not reasonably satisfied with the Services or believes that their provision does not
        comply in all material respects with the Contract, the Seller shall, without extra cost to the Buyer,
        take all steps necessary to ensure prompt and due compliance to the satisfaction of the Buyer’s
        Representative.

(6)     Time for the provision of Services in accordance with the Contract shall be of essence. If the Seller
        fails to provide the Services accordingly then without prejudice to the Buyer’s rights for the breach of
        Contract:-

(a)     the Buyer may terminate the Contract by written notice with immediate effect, without prejudice to the
        Buyer’s other remedies, including the right to recover from the Seller all additional costs incurred by
        the Buyer in having the Services provided by a third party; or

(b)     the Buyer may require the Seller to make such changes as are required for the provision of the
        Services as are necessary to comply with the specification in the Contract, such changes to be
        performed within the period approved by the Buyer’s Representative.

        Add the following clause if delays by the Seller would be an issue sufficient that we would be
        prepared to go to court to extract liquidated damages, otherwise delete. The damages must be a
        reasonable and quantifiable estimate of the loss and the % of the price can be specified beforehand
        or we can go for 1% of the total price per week but amounting to no more than 10% of contract value
(c)     If the Seller fails to complete:-
(i)     any specific portion of the installation by the date(s) specified in the Order, or in any Attachment;
(ii)    the installation of the Goods and/or Services by the Completion Date (or such revised dates as may
        be agreed in accordance with these Conditions of Contract) the Buyer shall have the right
        exercisable by giving notice to the Seller, at its sole discretion, either to:-
                cancel the Contract whereupon the Buyer’s rights shall be as described in these conditions
                 of contract, or
                proceed with the fulfilment of the Contract whereupon the Buyer shall have the right to
                 recover from the Seller any losses which they may have suffered as set out in point (iii)
                 hereof.
(iii)   in the event that the Buyer shall elect to proceed with the fulfilment of the Contract, and the Buyer
        shall have suffered a loss, then without prejudice to the Buyer’s rights as aforesaid the Buyer shall
        have the right to deduct, as liquidated damages and not by way of a penalty, from the Price either:-
                the percentage stated in the Order and/or in any Attachment, and agreed at the time of
                 awarding the Contract, of the total Price for each week or part thereof between the
                 Completion Date and the Acceptance Date, [amounting in this contract to xx% of the total
                 order price – specify agreed % or delete block yellow text]; or
                where no percentage is specified, a sum equivalent to 1% (one per cent) of the total Price for
                 each week or part thereof between the Completion Date and the Acceptance Date. The
                 Acceptance date will amount to the date the University accepts the product as fully meeting
                 University requirements in accordance with the terms of this Contract.
        Such deductions so made shall be in full satisfaction for the failure of the Seller as aforesaid and are
        a pre-estimate of the loss likely to be suffered by the Buyer as a result.
(iv)    in any event the amount so deducted shall not exceed:
                the maximum percentage of the total Price stated in the Order and/or in any Attachment
                 where percentages have been agreed or
                 where percentages have not been previously agreed
                a maximum of ten per cent (10%) of the total Price as stated in the Order or any Attachment,
        Such deductions so made shall be in full satisfaction for the failure of the Seller as aforesaid and are
        a pre-estimate of the loss likely to be suffered by the Buyer as a result.
4.    DURATION

      The provision of Goods by the Seller shall be for the period [INSERT DATE(S) HERE ] and add as
      required [‘with the option to extend for one year subject to the mutual agreement of both parties to
      this contract’], (or for the period specified in the Tender Documentation) subject to earlier termination
      by the Buyer giving the Seller not less than three months' prior written notice thereof or otherwise
      pursuant to Clause 14 or the Buyer's Terms and Conditions.
      FOR ONE-OFF BUYS USE THE TEXT IN BRACKETS (…). DELETE TEXT IN BRACKETS (..) IF
      DATES INSERTED.


5.    PURCHASE ORDERS AND FEES

(1)   Subject to the provisions of this Clause 5, the Seller shall only accept and act upon authorised
      written orders on the Buyer’s prescribed purchase order or a transaction constituted with a
      purchasing card issued by the Buyer, in either case given in accordance with Clause 5(2) (“Orders”)
      from the Buyer to buy the Services from the start of business on the commencement date specified
      in the Tender Documentation. Notwithstanding that the parties have entered into the Contract the
      Buyer shall have no commitment to purchase Services without an Order.

(2)   Every Order or the Contract itself shall:

(a)   specify the date upon which the Services require to commence and the duration of the supply
      thereof;

(b)   specify, by reference to the product numbers (if any) stipulated in the Contract, the Services which
      are to be supplied;

(c)   specify the price of the Services which are to be supplied; and

(d)   specify where provision of the Services is to be made and where invoices are to be sent.

(3)   All of the Services supplied by the Seller to the Buyer shall conform to the Contract Specification
      together with all legal and qualitative standards observed by parties following best practice. The
      parties may, from time to time during the Contract, review the specifications to ensure that the
      specifications are acceptable to both.

(4)   The Buyer shall pay to the Seller a fee at the rate specified in the Contract (“the Fee”), which sum is
      exclusive of VAT, such VAT being payable by the Buyer in accordance with government legislation
      from time to time.


6.    DUTIES OF SELLER

(1)   The Seller shall provide the Services in accordance with Orders or the Contract itself including,
      without prejudice to the foregoing generality, commencing work on the date specified in the Contract
      and using its best endeavours to complete performance of the Services by the estimated completion
      date specified in the Contract.

(2)   The Seller shall provide the Services with reasonable skill, care and diligence having regard to
      industry standards or professional requirements applicable to the Seller and Key Personnel shall
      devote such of their time, knowledge and skill to the provision of the Services as are required to
      perform the Contract.

(3)   The Seller shall participate in regular management meetings required by the Buyer’s Representative
      and provide the Buyer with such reports of its work in providing the Services at such intervals and in
      such form as the Buyer may from time to time require.

(4)   The Seller shall provide the Services at such location(s) as the Buyer may reasonably require or is
      appropriate for the provision of the Services.
(5)      Should the provision of the Services involve the supply of goods to the Buyer such goods shall be of
         satisfactory quality and fit for the purpose for which they are to be used by the Buyer having regard
         to the provisions of the Contract.

      (6) The Seller shall procure the compliance of any Key Personnel with the Seller’s undertakings and
          representations in the Contract.

      (7) The Seller shall not assign or otherwise transfer or sub-contract or charge the
          whole or any part of its obligations under this Contract without the prior written consent of the
          University.


7.       BUYER’S RIGHT OF SET-OFF

         The Buyer may set off against any sums due to the Seller whether under the Contract or otherwise
         any lawful set-off or counterclaim to which the Buyer may at any time be entitled.


8.       GRATUITIES AND CODES OF CONDUCT

(1)      The Seller shall not directly or indirectly accept any commission, rebate, discount or gratuity, in cash
         or in kind, from any person who has or is likely to have a business relationship with the Buyer.

(2)      The Seller shall not offer to give, or agree to give, to any member, employee or representative of the
         Buyer any gift or consideration of any kind as an inducement or reward for doing or for refraining
         from doing, or having done or refrained from doing any act in relation to the obtaining or execution of
         this or any other contract with the Buyer or for showing or refraining from showing favour or disfavour
         in relating to this or any such Contract.

(3)      The Seller shall comply with all codes of conduct from time to time adopted by the Buyer.


9.       SUB-CONTRACTORS

(1)      In the event the Seller sub-contracts any part of the Contract with the Buyer’s consent, the Seller
         shall, on the Buyer’s written demand at any time, provide such documentation and other evidence as
         the Buyer may reasonably require in order to be satisfied that the sub-contractor is suitably qualified
         and capable to undertake that part of the Contract which has been sub-contracted to it.

(2)      The Seller shall remove any sub-contractor upon the reasonable request of the Buyer to do so and
         replace such sub-contractor with another, subject to obtaining the prior written consent of the Buyer.
         The cost of such removal and replacement shall be borne by the Seller.


10.      DISCRIMINATION

         The Seller shall not unlawfully discriminate within the meaning of any relevant legislation or any
         statutory modification or re-enactment thereof relating to discrimination in employment or
         engagement whether by age, disability, gender re-assignment, marriage or civil partner status,
         pregnancy and maternity, race, religion or belief, sex, sexual orientation membership of or activities
         as part of a trade union, or any other ground not relevant to good practice (as outlined in the Equality
         Act 2010). The Seller shall take all reasonable steps to ensure the observance of these provisions by
         all servants, employees and agents of the Seller and all sub-contractors employed in the execution
         of the Contract.

(1)      The Seller will comply with all legislation concerning the prevention of discrimination on the grounds
         of age, disability, gender re-assignment, marriage or civil partner status, pregnancy and maternity,
         race, religion or belief, sex, sexual orientation. The Seller shall provide information to the Buyer on its
         compliance with the Equality Act 2010 and its practices and procedures to prevent unlawful
         discrimination and to promote equality of opportunities.

(2)      The Seller shall not discriminate directly or indirectly against any person on grounds of their age,
         disability, gender re-assignment, marriage or civil partner status, pregnancy and maternity, race,
       religion or belief, sex, sexual orientation in employment or in service and/or contravene any part of
       the Equality Act 2010

(3)    The Seller shall comply with the provisions of the public sector equality duty set out in the Equality
       Act 2010 in all dealings with sub-contractors.

(4)    The Seller shall in performing the Contract comply with the provisions of the Equality Act 2010 as if it
       were a body carrying out public functions.

(5)    Where in connection with this Contract, the Seller or a Seller Related Party, its agents or sub-
       contractors, or the Seller’s staff are required to carry out work on the Buyer’s premises or alongside
       the Buyer’s policies and codes of practice relating to the Equality Act 2010.

(6)    The Seller shall monitor its own employees by reference to their race, sex and disability, and provide
       such information on request to the Buyer.

(7)    The Seller shall provide such information as the Buyer requires about the Seller's policies and
       practices concerning the prevention of unlawful discrimination and the promotion of equal
       opportunities both in terms of employment and customer service. The Seller shall have regard to the
       promotion of equality and shall consider the promotion of equality as key objectives of the Contract.

(8)    The Buyer and Seller shall continue to monitor the performance and objectives of the Contract
       throughout its duration and to make any amendments or changes necessary to the Contract, or its
       performance or objectives, in order further to promote equality.

(9)    The Seller shall notify the Buyer immediately, in writing as soon as it becomes aware of any
       investigation or proceedings brought against it under the Equality Act 2010 or any legislation
       amending the same.

(10)   Where any investigation is undertaken by a person or body empowered by statute to conduct such
       an investigation and/or proceedings are instituted following such an investigation against the Seller
       or against the Buyer either in connection with any Contract awarded to the Seller or generally, the
       Seller shall, without charge:-
       (i) provide any information requested in the timescale allotted;
       (ii) attend and permit its employees to attend any meetings as required;
       (iii) allow access to and investigation of any documents or data deemed to be relevant to the
                  investigation or proceedings;
       (iv) allow itself and any of its employees to appear as witnesses in any proceedings; and
       (v) co-operate fully with the person or body conducting the investigation or proceedings.

(11)   Where any investigation is conducted, or proceedings are brought which arise directly or indirectly
       out of any act or omission of the Seller or a Seller Related Party, its staff, employees, agents or sub-
       contractors and where there is a finding against the Seller in any such investigation or proceedings,
       the Seller shall indemnify the Buyer with respect to all costs, charges and expenses (including legal
       and administrative expenses) incurred by the Buyer during or in connection with any such
       investigation or proceedings and further indemnify the Buyer for any compensation, damages, costs
       or other award the Buyer may be ordered or required to pay to a third party.

(12)   If a finding of unlawful discrimination or breach of the Equality Act 2010 is made against the Seller or
       against the Buyer arising from the conduct of the Seller, the Seller shall take immediate remedial
       steps to the satisfaction of the Buyer to prevent further recurrences.

(13)   If the Seller enters into any sub-contract as authorised in this Contract in connection with this
       Contract, it shall impose obligations on its sub-contractors terms which are identical to those
       imposed on it in this section. A breach of this Clause will be considered as a fundamental breach of
       the Contract.

(14)   Without prejudice to its remedies set out above, the Buyer may terminate the Contract if notice has
       been given to the Seller of a fundamental, substantial or persistent breach of this Clause provided
       that a reasonable period has been given for the breach to be rectified and the Seller has failed to
       rectify the breach within that period.
11.      INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

(1) The Seller shall fully and continually indemnify the Buyer on demand from and against any and all
losses, claims, damages, charges, expenses, liabilities, demands, proceedings and actions (including
reasonable legal costs) which the Buyer sustains or incurs or which may be brought or established
against the Buyer by any person and which in any case arises out of or in relation to or by reason of
any allegation that the Goods and/or Software provided or made available by the Seller or their use or
possession by the Buyer infringes any Intellectual Property Rights of any third party.

(2) The provisions of this Clause 11 shall survive expiry or termination of this Contract.

(3) Any Intellectual Property Rights owned by, vested in or controlled by the University which may be
disclosed or made available to the Consultant will remain at all times the property of the University. For the
purpose of this clause “Intellectual Property Rights” means any and all patents, copyright, registered
designs, design rights, registered and unregistered trade marks, database rights, know how and any other
intellectual property rights anywhere in the world including any and all applications for such rights and the
right to make such applications.


12.     TERMINATION OF CONTRACT

(1)(a) The Contract may be terminated by the Buyer giving the Seller not less than three (3) months’ prior
written notice provided always that, subject to any provisions of the Contract to the contrary, the parties
shall act in accordance with the terms of any Order outstanding as at the expiration of such period of
notice.
(b) The Contract may be terminated by the Seller giving the Buyer prior written notice of not less than
whichever is the greater of six (6) months’ and such other period as the Buyer requires to comply with
the legal and other obligations to which it is subject.

(2)     If:-

(a)     any of the Key Personnel ceases to be employed or engaged by the Seller.;

(b)     the Seller or any Key Personnel becomes of unsound mind or is, or may be, suffering from mental
        disorder;

(c)     the Seller or any Key Personnel is unable properly to perform the Services by reason of ill-health,
        accident or otherwise for a period or periods aggregating at least sixty (60) days in any period of
        twelve (12) consecutive months;

(d)     the Seller or any Key Personnel fails or neglects efficiently and diligently to perform the Services, or
        is guilty of any breach of their obligations, under the Contract or any other agreement with the Buyer
        (including any consent granted under any of them);

(e)     the Seller or any Key Personnel is guilty of serious misconduct or any other conduct which affects or
        is likely to affect prejudicially the interests of the Buyer or is convicted of an arrestable offence (other
        than a road traffic offence for which a non-custodial penalty is imposed); or

(f)     the Seller or any Key Personnel cease to have any consent, authority or accreditation necessary to
        perform or deliver the Services

        the Buyer may by written notice to the Seller terminate the Contract with immediate effect
        PROVIDED THAT any such termination shall be without prejudice to any other rights of the Buyer
        and a notice under sub-clause (b) may be given by the Buyer to the Seller only within ninety (90)
        days after the end of any period or periods of disability referred to in that sub-clause.

(3)     On the termination of the Contract for whatever reason, the Seller shall not for a period of one year
        following such termination directly or indirectly and whether on its behalf or for any other person
        wholly or partly in competition with any business carried on by the Buyer for whom the Seller
        provided Services to a material extent in the one year before termination interfere with or attempt to
        interfere with the business relations subsisting between the Buyer and any person who is a supplier,
        employee or other agent of the Buyer.
(4)   Each of the parties hereby acknowledges that the duration, extent and application of the restriction
      contained in sub-clause 12(3) is reasonable and is no greater than necessary for the protection of
      the goodwill, trade secrets and trade connections of the Buyer. In the event that the restrictions in
      sub-clause 12(3) shall be held to be void but would be valid if part of the wording thereof was
      deleted, such restriction shall apply with such deletion as may be necessary to make it valid and
      effective.

(5)   Any termination of the Contract shall be without prejudice to the rights and remedies of the Buyer for
      any breach of the Contract and/or to the continuing nature of the Seller’s obligations and of the
      Buyer’s rights which are capable of surviving termination of the Contract including, without prejudice
      to the foregoing generality, in the circumstances contemplated by any of the Clauses 3(5), 12(1)(b)
      and 12(2), the right of the Buyer to recover from the Seller all additional costs incurred by the Buyer
      in having the Services provided by a third party.

(6)    In the event of the Seller incurring any liability to the Buyer, howsoever arising, including, without
      prejudice to the foregoing generality, pursuant to the Contract, The Seller shall indemnify the Buyer
      forthwith on demand in respect thereof including, without prejudice to the foregoing generality, the
      following amounts which the Seller acknowledges represent a genuine attempt by the Buyer to
      estimate its loss:-

(a)   Fees plus VAT and all other payments paid by the Buyer to the Seller pursuant to the Contract;

(b)   any additional costs paid by the Buyer to have the Services provided by a third party; and

(c)   any other costs paid or losses incurred by the Buyer as a result of the Seller’s breach of the
      Contract.

(7)   The Seller shall not either during the Contract or at any time (without limit) after termination of the
      Contract (a) divulge or communicate to any other person; (b) use for its own purposes or (c) through
      any failure to exercise due care and diligence, cause any unauthorised disclosure of, any information
      concerning the Buyer of a confidential nature not being in the public domain (other than as a result of
      breach of this clause) (the “Confidential information”). All confidential Information (howsoever
      recorded) shall remain the property of the Buyer and what is capable of delivery shall be delivered by
      the Seller to the Buyer on demand and in any event on the termination of the Contract.


13.   STATUS OF THE PARTIES

(1)   Nothing contained in the Contract shall be construed or have effect as constituting any relationship
      of employer and employee between the Buyer and the Seller or any of the Key Personnel. The
      Buyer shall not be liable for any tax, national insurance or other contributions arising out of or in
      connection with the provision of the Services or otherwise and the Seller shall indemnify the Buyer in
      respect thereof.

(2)   Nothing contained in the contract shall be construed or have effect as constituting the Seller or any
      of the Key Personnel as an agent of the Buyer. The Seller or the Key Personnel shall not have any
      right or power whatsoever to contract on behalf of the Buyer or bind it in any way in relation to third
      parties unless specifically authorised to do so. Nothing in the Contract shall constitute a partnership
      or joint venture between the Buyer and the Seller.

(3)   The Seller shall be entitled to engage, hire or retain such persons as it deems appropriate to assist it
      in the performance of the Services, subject to other provisions of the Contract. Such persons,
      however, shall be employees of the Seller and shall not be considered employees of the Buyer. The
      Seller shall remain responsible for the payment of any wages, employees’ national insurance
      contributions and other contributions required by law to be paid by it as employer in relation to such
      persons and shall make all appropriate deductions from such persons’ wages in respect of income
      tax (PAYE) and employee’s national insurance contributions and shall indemnify the Buyer in respect
      thereof.

(4)   Save as required by law, neither the Seller nor any Key Personnel shall be entitled to any paid leave
      at the Buyer’s expense. Any leave to be taken by the Seller or any Key Personnel shall be subject to
      the prior approval of the Buyer’s Representative who will determine whether such leave will be
      unpaid within the terms of the Contract (at no extra cost to the Buyer).
(5)          If, for any reason, the Buyer shall become liable to pay, or shall pay, any such taxes as are referred
             to in sub-clause (1) or (3) above, the Buyer shall be entitled to deduct from any amounts payable to
             the Seller all amounts so paid or required to be paid by it and, to the extent that any amount of taxes
             paid or required to be paid by the Buyer shall exceed the amount payable by the Buyer to the Seller,
             the Seller shall, upon demand, forthwith reimburse the Buyer such excess.

(6)          The Seller or any of the Key Personnel shall not, at any time after the termination of the Contract, for
             whatever reason, represent itself as being in any way connected with the business or activities of the
             Buyer.


14.          NOTICES

             Any notice or other document to be served under the Contract shall be delivered or sent by first class
             post or facsimile process to the relevant address shown on the Contract or to such other address as
             the party may by notice to the other party have stipulated therefor. Any such notice or other
             document shall be deemed to have been served (a) if delivered by hand, at the time of delivery (b) if
             posted, at 10.00 a.m. on the day after it was posted; or (c) if sent by facsimile process, at the
             expiration of 2 hours after the time of despatch, if despatched before 3.00 p.m. on any day, and in
             any other case at 10.00 a.m. on the day following the date of despatch. In proving such service it
             shall be sufficient to prove that delivery was made or that the envelope containing such notice or
             other document was properly addressed and posted as a pre-paid first class letter or that the
             facsimile message was properly addressed and despatched as the case may be.

15.         ETHICAL & SOCIAL REQUIREMENTS

      15.1 It is an essential condition of this Contract that the Contractor and all its sub-contractors and
                suppliers comply with any relevant Statutory Requirements in relation to the terms of employment
                and working conditions of their employees, workers and any other persons engaged to perform
                works and/or services on their behalf. This includes, but is not limited to, complying with:
      (a)       health and safety requirements;

      (b)       national minimum wage requirements; and

      (c)       any relevant social security requirements.

      15.2 It is an essential condition of this Contract that the Contractor, its sub-contractors and suppliers do
                not engage in any form of child or forced labour.
      15.3 In the event that the Contractor and any of its sub-contractors and/or its suppliers breach the terms
                of Clauses 15.(1) and/or (2) above; the Employer will be entitled to terminate this Contract without
                notice.


16.          DISPUTE RESOLUTION

             The determination of the Buyer’s Representative shall be final save that in the event of any dispute
             or difference in connection with the Contract the parties shall seek to resolve the dispute or
             difference amicably by further consultation and negotiation in good faith.

             If the dispute or difference is not resolved to the satisfaction of both parties within 30 days after it has
             arisen or such other period as the parties agree, either party shall be entitled to institute proceedings
             against the other.

17.          FREEDOM OF INFORMATION

      17.1 In this clause [1]:

             17.1.1 “FOISA” means the Freedom of Information (Scotland) Act 2002 and any subordinate
             legislation made under such Act from time to time together with any guidance and/or codes of
             practice issued by the Scottish Information Commissioner in relation to such legislation;
          17.1.2 “Environmental Information Regulations” means the Environmental Information Regulations
                 (Scotland) 2004;

          17.1.3 “Information” has the meaning given under section 73 of FOISA; and

          17.1.4 “Requests for Information” shall have the meaning set out in FOISA or any apparent request
                 for information under the FOISA or the Environmental Information Regulations.

      17.2 The Seller acknowledges that the University is subject to the requirements of FOISA and the
           Environmental Information Regulations and the Seller shall assist and cooperate with the
           University (at the Seller’s expense) to enable the University to comply with these Information
           disclosure requirements.

      17.3 The Seller shall:

          17.3.2 provide all necessary assistance as reasonably requested by the University to enable the
                 University to respond to a Request for Information within the time for compliance set out in
                 section 10 of the FOISA or regulation 5 of the Environmental Information Regulations.

          17.3.3 provide the University with a copy of all Information in its possession or power in the form
                 that the University requires within five business days (or such other period as the University
                 may specify) of the University requesting that Information; and

      17.4 The University shall be responsible for determining at its absolute discretion whether Information:

          17.4.2 is exempt from disclosure in accordance with the provisions of the FOISA or the
                 Environmental Information Regulations; and

          17.4.3 is to be disclosed in response to a Request for Information.

      17.5 In no event shall the Seller respond directly to a Request for Information unless expressly
           authorised to do so by the University.

      17.6 The Contractor acknowledges that the University may, acting in accordance with the Scottish
           Ministers’ Code of Practice on the Discharge of Functions of Public Authorities under Section 60(5)
           of the FOISA, be obliged under FOISA or the Environmental Information Regulations to disclose
           Information:-

          17.6.2 without consulting with the Seller, or

          17.6.3 following consultation with the Seller and having taken its views into account.

      17.7 The Seller shall ensure that all Information produced in the course of this Agreement or relating to
           this Agreement is retained for disclosure and shall permit the University to inspect such records as
           requested from time to time.

      17.8 The Seller agrees that notwithstanding the terms of this Agreement any disclosure of Information
           by the University in response to a Request for Information will not breach any confidentiality
           obligations imposed on the University by the Seller whether in this Agreement or otherwise.

18.      AUDIT

(1)      The Seller shall provide the University (including without limitation any staff of the University and/or
         representatives of any Authority) with full and unrestricted access to all places where the Services
         are performed and shall provide the University with such documentation, explanations and
         information in each case related to the Services as it may reasonably require to inspect and appraise
         the Services and to conduct operational audits and/or give instructions to the Seller.

(2)      The Seller shall promptly and in any event within five (5) Business Days of a request to do so, both
         during the term of the Contract and following termination, make available to the University and any
         relevant Authority any contract, note, file, correspondence, information and document (howsoever
         recorded) relating to the performance of the Services to enable the University to fully and effectively
         comply with the requirements of any Authority, all Statutory Requirements and/or as the University
         may reasonably require to comply with its or their own internal accounting, audit and legal
         requirements.

19.      MISCELLANEOUS

(1)      Variation

(a)      Any variation of this Contract shall be binding only if it is recorded in a document signed by an
         authorised signatory of the Seller and an authorised signatory or a director of the Buyer.

(2)      Invalidity

(a)      If any provision of this Contract is or becomes invalid or unenforceable, in whole or in part, in any
         jurisdiction, the validity and enforceability of the other provisions of this Contract and its validity and
         enforceability in any other jurisdiction shall not be affected and the parties shall enter into good faith
         discussions to find a suitable replacement provision of equivalent effect.

(3)      Costs

(a)      Save to the extent otherwise set out in this Contract, the Buyer and the Seller shall each pay their
         own costs, charges and expenses in relation to the negotiation, preparation, execution and
         implementation of this Contract and all other documents in the agreed form referred to in this
         Contract.

(4)      Waiver

(a)      Failure by the Buyer to exercise any of its rights under this Contract shall not constitute or be
         deemed a waiver or forfeiture of such rights. Any express or implied waiver by the Buyer of any
         provisions of this Contract or of any breach by the Seller may be terminated by the Buyer at any
         time. No such waiver shall constitute a continuing waiver nor shall it prevent the Buyer from acting
         upon that or any subsequent breach or default or from enforcing any term or condition of this
         Contract.

(b)      Failure by the Seller to exercise any of its rights under this Contract shall not constitute or be
         deemed a waiver or forfeiture of such rights. Any express or implied waiver by the Seller of any
         provisions of this Contract or of any breach by the Buyer may be terminated by the Seller at any
         time. No such waiver shall constitute a continuing waiver nor shall it prevent the Seller from acting
         upon that or any subsequent breach or default or from enforcing any term or condition of this
         Contract.

(5)      No Partnership

(a)      The Seller is an independent contractor and nothing in this Contract shall render it an agent, joint
         venturer or partner of the Buyer and the Seller shall not hold itself out as such. The Seller shall not
         have any right or power to bind the Buyer to any obligation. The Seller shall not incur any liability on
         behalf of the Buyer.

(6)      Severability

      (a) Each provision of this Contract shall be construed separately and notwithstanding that any such
          provision may prove to be illegal or unenforceable the remaining provisions of this Contract shall
          continue in full force and effect.

20. ANTI-CORRUPTION AND ANTI-BRIBERY
(1) The Service Provider acknowledges and agrees that it is not expected by the University nor been
authorised by the University to take any action on behalf of the University which would violate any Relevant
Requirements.
(2) The Service Provider further acknowledges and agrees that it shall comply with all Relevant Laws and
Relevant Policies.
(3) The Service Provider declares and undertakes that in relation to the performance of its obligations under
this Agreement:
           (a) it has not offered or given, and will not offer or give, directly or indirectly, any bribe or other
improper benefit or advantage, financial or otherwise, (including without limitation any facilitation payment)
(each an “Improper Payment”) to any individual or organisation for the purpose of influencing or rewarding
the improper performance of any function or activity by such individual or organisation or, without limitation to
the foregoing, otherwise has not bribed and will not bribe another person in connection with the performance
or proposed performance of any function or activity; or
           (b) it has not demanded or accepted, and will not demand or accept, directly or indirectly, any
Improper Payment for itself or any individual or organisation intending as a consequence to perform or
procure the performance improperly of any function or activity or, without limitation to the foregoing,
otherwise has not been and will not be bribed in connection with the performance or proposed performance
of any function or activity; or
           (c) it has not offered or given and will not offer or give any Improper Payment or other advantage to
any Public Official wherever located with the intention of obtaining or retaining business or an advantage in
the conduct of business; or
           (d) save as permitted under the [Relevant Policies]/University's gifts and hospitality policy (a copy of
which has been provided to the Service Provider)],
                     (i) it has not made, and will not make, directly or indirectly, any payment except to the extent
           that such payment is legitimate compensation for legitimate services;
                     (ii) it has not received, and will not receive, directly or indirectly, any payment except to the
           extent that such payment is legitimate compensation for legitimate services;
                     (iii) it has not given or received and will not give or receive any gifts or hospitality; or
           (e) it has not authorised or acquiesced in or turned a blind eye to, and will not authorise or acquiesce
           in or turn a blind eye to, any Corruption; or
           (f) it has not committed or omitted to commit any act that will cause or lead the University to be in
breach of any of the Relevant Laws or Relevant Policies.
(4) The Service Provider shall:
           (a) if requested, provide the University with any reasonable assistance, at the University’s
reasonable cost, to enable the University to perform any activity required by any relevant government or
agency in any relevant jurisdiction for the purpose of compliance with any of the Relevant Laws or Relevant
Policies; and
           (b) within five (5) Business Days of the date of this Agreement, and annually thereafter, certify to the
University in writing signed by an officer of the Service Provider compliance with this clause by the Service
Provider and all Service Provider Associated Persons (as defined below) or other persons who are
performing services for the Service Provider or the University in connection with this Agreement. The Service
Provider shall provide such supporting evidence of compliance as the University may reasonably request.
(5) If the Service Provider or any Service Provider Associated Person commits any Prohibited Act, then
           (a) the University may terminate this Agreement with immediate effect by giving written notice to the
Service Provider;
           (b) if the Prohibited Act is committed by a Service Provider Associated Person acting independently
of the Service Provider, then, the University may at its absolute discretion either
                     (i) terminate this Agreement in accordance with Clause 0 above; or
                     (ii) give written notice to the Service Provider of termination and this Agreement will
           terminate, unless within twenty (20) Business Days of receipt of such notice the Service Provider
           terminates such association (and if the relevant Service Provider Associated Person is an employee
           terminates the employee's employment), providing such evidence as the University may require of
           such termination and (if necessary) procures the performance of the relevant part of the [Services]
           by another person.
(6) Any notice of termination under this Clause shall specify:
           (a) the nature of the Prohibited Act;
           (b) the identity of the party who the University believes has committed the Prohibited Act; and
           (c) the date on which this Agreement will terminate in accordance with the applicable provisions of
this Clause.
(7) The Service Provider shall put in place adequate procedures (including, without limitation, within the
meaning of section 7 of the Bribery Act) to ensure that no person associated with the Service Provider within
the meaning of section 8 of the Bribery Act (being any person providing services of any kind to the Service
Provider) ("Service Provider Associated Person") commits a Prohibited Act.
(8) The Service Provider shall at all times, during and after the term of this Agreement, on written demand
indemnify the University and its officers, staff, employees and students (“Relevant Persons”) and keep the
University and all Relevant Persons indemnified against all losses, damages, costs or expenses and other
liabilities (including, but not limited to, legal fees) incurred by, awarded against or agreed to be paid by the
University or any Relevant Persons as a consequence of the Service Provider or any Service Provider
Associated Person committing a Prohibited Act.
(9) Any termination of this Agreement or other actions of the Service Provider pursuant to Clause (5) shall be
without prejudice to any right or remedy which has already accrued, or subsequently accrues, to the
University.
(10) If the University terminates this Agreement for breach of this Clause or the Service Provider takes any
action pursuant to Clause (5), the Service Provider shall not be entitled to claim compensation or any further
remuneration, regardless of any activities or agreements with additional third parties entered into before such
termination.
(11) Regardless of any other provision in this Agreement, the University shall not be obliged to do, or omit to
do, any act which would, in its reasonable opinion, put it in breach of any of the Relevant Laws.


By their execution of this Agreement, the parties also confirm that they each have read and understood the
Buyer’s Terms and Conditions and consent to be bound by the provisions thereof:


        …………………………………………………………………………
        Authorised Signatory of the Seller

        Please note: at tender stage completion of details in Word format will indicate that you accept the
        terms of this Annex unless otherwise stated as per Schedule 1 A paragraph 2 above. Signature will
        be required at contract award
        …………………………………………………………………………
        Full Name (and position


        …………………………………………………………………………
        Date



        …………………………………………………………………………
        Authorised Signatory of the Buyer (Only to be signed once the tender has been returned – copy is
                                            then inserted into the contract documents).

        …………………………………………………………………………
        Full Name (and position


        …………………………………………………………………………
        Date
                                      SCHEDULE 2



                       SCHEDULE OF REQUIREMENTS



      INFORMATION REQUIRED FOR INCLUSION IN THE TENDER IS HELD IN THE SELECTION
      QUESTIONNAIRE ATTACHED. SELECTION CRITERIA MUST BE MET FOR TENDERERS TO
                                    PARTICIPATE IN THE EXERCISE.
{Include this sentence if there are selection criteria in the questionnaire. If not, delete}
                                                    SCHEDULE 2


Section 1: Specification of Contract


[Set out details of Services or Goods to be provided AND the commencement date of the Contract].


Evaluation

Ability to Provide Adequate Resources                                                                              Marks

Q.1 Please provide details of your proposed management structure for this framework. Include an organogram         6
showing management, supervisory and support staffing proposed. Clearly identify the person or persons
responsible for leading this framework. Indicate reporting lines for all management support and site supervisory
staff. Note: For minimum provision refer to PQQ Question 6

Q.2 Please provide a curriculum vitae for each person or persons shown on the organogram as leading the            6
management of this framework, incorporate details of education and professional qualifications held.



Q.3 Please provide details of the relevant education / qualifications and experience of your proposed site         6
management and supervisory staff responsible for the control of works on site under this framework.
Q.4 State the approximate number of employees (full time equivalent) in the last 3 years.

                                Number of Employees (in year stated)                                               2
                                2008            2009              2010
Management
Professional/Technical
Other Support Staff
Operative Supervisor
Operative
Admin / Clerical

                                                                                                                   20
Total Marks
Methodology and Approach                                                                                           Marks


Q.1 Provide a statement on your organisations understanding of the challenges of working within the University
environment, including details of how challenges can be overcome. Specific attention should be given to:

Your application of experience to this framework : Describe your methodology and management approach in
overcoming the specific challenges anticipated within such a framework.                                                 7

Provide a general summary of your programme management and control systems




  Q.2 The Framework Objectives are as follows:

        1.Transparency of activity and spend
                                                                                                                        7
        2.Zero health and safety incidents

        3.Teamworking and consideration for others

        4.Greater predictability of out-turn cost and programme

        5.Improvements in quality, productivity and value for money

        6.    Improvements in environmental performance and sustainability

        7.Reductions in environmental impact

        8.Right first time with zero defects

        9.The avoidance of disputes

        10.Employer Satisfaction with product and service
Describe what processes and procedures or innovative solutions your company would implement in execution of
the works under the proposed framework to assist the University in meeting these objectives.
Q.3 The University is a sensitive environment and requires an appropriate approach and methodology in planning
and carrying out works.

Describe the communication chain you intend to employ during the currency of a project, the controls you intend
to employ, and who you see as the main stakeholders and points of contact within the Client organisation.               6
Highlight any areas of communication between the parties that you feel tend to bring the greatest challenges and
how do you propose we minimise their potential impact on delivering an excellent service?

In terms of respect for people (give a reference source here please) please detail your proposed working
arrangements and communication with users?

Q.4 Would your company be open to working alongside other framework contractors and sharing information            Not
collaboratively?                                                                                                   Scored

Total Marks
                                                                                                                   20

              Technical Merit and Quality                                                                  Marks
           Q.1 Is your Company currently operating a Quality System which conforms to the
           requirements of BS EN ISO 9001, 9002, 9003, 14001, 18001?
           If Yes - State which standard
           If No - What plans, if any do you have to implement a Quality System?, to
           what standard? and to what timescale?
           If No - Do you operate your own system? – If yes explain your system.
                                                                                                        5

           Q.2 Previous Project - Identify one project that you have undertaken within the last 5
           years and, in no more than 400 words describe:

           aspects of the project you consider to be have been a success and
                                                                                                        8
           aspects of the project you consider not to be have been a success which resulted in
           organisational change or corrective actions to management processes.

           What would your company now do differently to anticipated such challenges and what
           aspects of your organisations strengths would be brought to bear to achieve success in
           these circumstances


           Q.3 The University of Glasgow is an Investors in People organisation. It believes in
           making the most of the skills and talents of all persons employed by the University, both
           directly and indirectly i.e. consultants contractors etc. It believes that this encourages
           staff to stay with the organisation thus maintaining continuity for the University.

           Please indicate how you allow and encourage your staff to grow their skills knowledge
           and experience whilst in your employment - include details of any in house training
           programmes (formal or informal) and whether you allow staff paid leave to maintain
           compulsory CPD hours or have similar arrangements.                                           3

           Q.4 What technical knowledge and experience can you offer The University of Glasgow
           that would add value to the service set out in the tender documents or would offer
           mutually beneficial efficiencies in delivery of projects under the framework?                4
                                                                                        Total Marks
                                                                                                        20



                                                                                           Weighted
Ability to meet mandatory requirements at Schedule 2 for inclusion into                     Points           (Y/N)
the exercise.                                                                              Available

Criteria                                                                                                Weighting

Technical Merit, comprising:
Competence and working arrangements to perform the services required as                        15
                                                                                                             15%
demonstrated in Schedule 2 Part 1
Response to additional Information Summary Report comprising,
please demonstrate by attaching documents:

Quality of service                                                                             10            10%
Experience of staff who would be involved in the Contract                                      12            12%
Names, Grades with Qualifications and JIB grade of staff who would be                           3            3%
involved in the Contract
Cost                                                                                           20            20%
Suppliers quality control and staff supervision procedures as
demonstrated in the additional information Summary Report
comprising, please demonstrate by attaching documents:
Waste disposal procedures and certificates                                                      2            2%
Dealing with purchase orders and invoices                                                       2            2%
Details of the maintenance and repair information records                                       2            2%
Summary of information to be included in the Log Book System                                    2            2%
Method of auditing Log Book System/Computer system                               2    2%
Samples of the Maintenance Report sheets to be used                              2    2%
A statement of resources to undertake the services required                      3    3%
Front of house support                                                           5    5%
Response to works requests from the University                                   5    5%
Procedures/method in effectively maintaining training for staff, including Gas   5    5%
& Plumbing training for this type of activity
Environment, Health and Safety Procedures and Race Relations                     10
Policies.
Please provide brief statements demonstrating how compliance is achieved
                                                                                      10%
and would be maintained in your response to the Summary Report.
Please see University Policies at
http://www.gla.ac.uk/services/purchasing/tender/tender.htm
                                                 SCHEDULE 2


Section 2: to be completed by the Tenderer



1.       VALUE OF TENDER
         i.e. total cost of items referred to above                    £




2.       VALUE ADDED TAX
         i.e. total amount of value added tax payable on this tender   £




VAT REGISTRATION NUMBER ____________________________________________




SIGNED       ____________________________________________


DATED        ____________________________________________


NAME (BLOCKS)          ____________________________________


COMPANY NAME             ___________________________________


POSTAL ADDRESS             __________________________________


                           __________________________________


TELEPHONE NO.          ____________________________________


FAX NO.      ____________________________________________


E-MAIL       ____________________________________________
                                                                                                                                                                                                  SCHEDULE 3
                                                                                         UNIVERSITY OF GLASGOW
                                                                                    TERMS AND CONDITIONS OF PURCHASE
       gregeg
1.     General                                                                                      9.3    Goods must be accompanied by emergency information in English in the form of
                                                                                                           written instructions, labels or markings. Seller shall observe the requirements of U.K.
       The terms of the Contract, of which these terms form part, apply in preference to and
                                                                                                           and international agreements relating to the packing, labelling and carriage of
       supersede any terms and conditions referred to, offered, or relied on by Seller at any
                                                                                                           hazardous goods.
       stage in the dealings between Buyer and Seller with reference to Goods or Services
       to which this Contract relates notwithstanding any provision similar in meaning to this      9.4    Hazard data sheets must be supplied with the delivery for all hazardous materials, and
       in Seller’s own terms and conditions. Delivery of Goods or Services shall be                        the information contained in the data sheets must meet the legal requirements of the
       conclusive evidence that the terms of the Contract apply. Without prejudice to the                  Health & Safety at Work, etc Act 1974 and all regulations and requirements
       foregoing generality, Buyer shall not be bound by any standard or printed terms                     promulgated thereunder
       referred to or furnished by Seller in any of its documents, unless Seller specifically
                                                                                                    10.    Prices
       states in writing separately from such terms that such terms are required to apply and
       Buyer acknowledges this in writing. In this context, quotations referred to in the                  Unless otherwise agreed, all prices shall be Firm and Fixed Prices for the duration of
       Contract are referenced only for price, delivery and quality. When the Contract                     the Contract, inclusive of carriage, Packaging and certification (where required) but
       contains other terms and conditions, and conflict occurs the order of precedence shall              exclusive of VAT.
       be:-
                                                                                                    11.    Payment
1.1    An agreed amendment to the Contract,
                                                                                                    11.1   Provided Goods or Services have been delivered and comply with the requirements of
1.2    The terms and conditions in the Contract overleaf,                                                  the Contract, unless otherwise agreed, payment shall be made by the end of the
                                                                                                           calendar month following that in which the invoice is received, or Goods or Services
1.3    The terms and conditions in the attachments to the Contract,
                                                                                                           are delivered, whichever is the later.
1.4    These Terms and Conditions.
                                                                                                    11.2   Value Added Tax, where applicable, must be shown separately on all invoices.
2.     Definitions
                                                                                                    11.3   Payment may be delayed, but no prompt discount shall be forfeited by Buyer and no
2.1    ‘Amendment’ means any authorised variation to the Contract confirmed by                             interest shall be payable in respect of late payment, if Seller fails to mark the Contract
       Buyer by furnishing Seller with an Authorised Contract Amendment form                               number on the consignment, Packaging, packing or advice notes, invoices, monthly
       carrying the words ‘This Contract Amends Contract No.…..’                                           statements and all other correspondence.
2.2    ‘Authorised’ means signed by the person(s) either named or whose status is                   11.4   Interest shall be payable on payments at the rate of 2% above the base rate for the time
       shown on the face of the Contract.                                                                  being of any clearing bank that Buyer may nominate from time to time.
2.3    ‘Buyer’ means the Court of the University of Glasgow or any wholly owned or                  11.5   Any payment made shall be without prejudice to Buyer's rights, should Goods or
       associated subsidiary so named at the address stated on the Contract.                               Services prove unsatisfactory or not in accordance with the Contract.
2.4    ‘Contract’ means Buyer's Authorised Purchase order form or any other terms                   12.    Warranty
       and conditions contained in Buyer's documentation entered into between Buyer
                                                                                                           Without prejudice to any rights Buyer may have by statute, common law or otherwise
       and Seller pursuant to which Buyer's Authorised Purchase order form has been
                                                                                                           Seller warrants that:-
       issued or a transaction constituted with a purchasing card issued by the Buyer.
                                                                                                    12.1   Goods will be free from defects in design, material and workmanship and will conform
2.5    ‘Delivered’ means Goods or Services have been satisfactorily received at the
                                                                                                           to any relevant drawings, patterns or specifications or other requirements of Buyer;
       address for delivery stated on the Contract.
                                                                                                    12.2   Goods or Services shall be supplied or performed by suitably qualified and trained
2.6    ‘Firm and Fixed Price’ means no variation of price nor reconciliation of costs is
                                                                                                           personnel who will carry out their duties with due care and diligence using materials of
       permitted.
                                                                                                           good construction and adequate strength. Goods or Services will be supplied or
2.7    ‘Goods or Services’ means all matter, articles, things, or provision of labour to                   performed to such high standard of quality as is reasonable for Buyer to expect in all
       carry out tasks, which are the subject of the Contract.                                             the circumstances; notwithstanding the foregoing, Goods or Services supplied must
                                                                                                           comply with the express terms of the Contract and with any specification of the British
2.8    ‘Packaging’ includes bags, cases, carboys, cylinders, drums, pallets, tank
                                                                                                           Standards Institution (‘BSI’) (or equivalent) or requirements of law relevant to Goods or
       wagons and other containers.
                                                                                                           Services at the time of the Contract;
2.9    ‘Seller’ means the person, firm or company to whom the Contract is awarded.
                                                                                                    12.3   adequate instruction shall be given to Buyer to ensure proper use and storage
2.10   'WEEE' means any Goods or Services which fall within the definition of waste                        requirements of Goods, and that the life expectancy of any item, in storage and in use,
       electrical or electronic equipment in Directive 2002/96/EC.                                         is notified to Buyer. Buyer’s rights will not be prejudiced by Seller’s specification of a
                                                                                                           supposed life expectancy of any item;
                                                                                                    12.4   without prejudice to any other remedy, if any Goods or Services are not supplied or
       Any reference to a statute, Directive or Inland Revenue scheme shall include any                    performed in accordance with the Contract or the aforementioned BSI specifications,
       amendment, re-enactment or replacement thereof.                                                     Buyer shall be entitled to require Seller to repair Goods or to supply replacement
3.     Authority                                                                                           Goods or Services in accordance with the Contract or any other relevant specifications
                                                                                                           within 7 days or such other period specified by Buyer; in pursuance of this provision
       Buyer shall not be liable for any Contract amendment, letter of intent, or instruction to           Seller shall provide and fit free of charge all necessary spares including without
       proceed with a Contract unless and until Seller is issued with Buyer’s Authorised                   prejudice to the foregoing generality compatible electro-mechanical spares to effect
       Contract form.                                                                                      repairs for a period of 7 years from the date of the Contract or for any other period
4.     Assignment and Sub-Contracting                                                                      shown on the Contract.
       Seller shall not assign or contract any of its rights or duties under the Contract without   13.    Right of rejection
       prior written consent of Buyer.                                                                     In the case of Goods and Services delivered against the Contract by Seller not
       Where prior written consent is given, Seller shall remain liable for the performance of             conforming whether by reason of not being of the quality or the quantity or fit for the
       the Contract, and ensure that any assignee or sub-contractor complies with the                      purpose specified on the Contract, then Buyer shall have the right to reject any or all
       requirements of the Contract. When requested by Buyer, details and a copy of any                    such Goods or Services within a reasonable time of their delivery. Further, where
       assignment or sub-contract documentation shall be immediately provided at no                        Buyer receives Goods as unexamined Buyer's rights subsequently to reject them if any
       charge.                                                                                             latent defect is found shall not be prejudiced nor shall any right of claim for shortage
                                                                                                           be prejudiced. Where Goods are rejected Buyer will afford Seller reasonable
5.     Intellectual Property                                                                               opportunity to replace rejected Goods or Services with Goods or Services which
       Seller warrants that no Goods or Services supplied against the Contract will infringe               conform in all respects to the requirements specified in the Contract. If Seller fails for
       any patent, trade mark, registered design, copyright or other intellectual property of              whatever reason to meet the foregoing requirement then Buyer shall have the right to
       any third party and Seller shall indemnify Buyer against all actions, suits, claims,                procure equivalents elsewhere without prejudice to any other rights which Buyer may
       demands, losses, charges, costs and expenses which Buyer may suffer or incur as a                   have against Seller.
       result of or in connection with any breach of this condition.                                       The making of payment shall not prejudice Buyer's right of rejection.
       Where development forms part of this Contract, the right of ownership of any                 14.    Cancellation
       invention, design or intellectual property arising from such development shall be
       transferred to Buyer, and Seller shall co-operate in any measure necessary to make                  Buyer shall be entitled to cancel the Contract or any part thereof and/or claim
       such transfer effective as soon as any such right arises.                                           reimbursement for all losses and expenses suffered in the event that:
       Seller shall treat all information provided by Buyer as confidential and use such            14.1   Seller fails to deliver Goods or Services in accordance with the terms of the Contract.
       information only for the purposes of fulfilling the Contract. Where drawings or other        14.2   Seller fails to make satisfactory progress with the Contract so as to jeopardise the
       data are issued, Seller shall exercise proper custody and control of same. Such                     purpose of the Contract.
       drawings or other data provided by Buyer shall remain the property of Buyer. On
       completion, cancellation or termination of the Contract for any reason Seller shall          14.3   Seller having been given a reasonable period to rectify the situation fails to provide an
       return/dispose of such in accordance with Buyer's written instructions and shall keep               adequate or satisfactory Service.
       no copies.                                                                                   14.4   Seller becomes insolvent and has a trustee in bankruptcy or receiver or liquidator or
6.     Variations                                                                                          administrator appointed over all or a substantial part of its assets.
       Seller shall not alter any of Goods or Services, except as directed in writing by Buyer.     14.5   Seller is subject to a change of control.
       Buyer shall have the right, from time to time during the execution of the Contract by               In the event of cancellation for any of the foregoing reasons Buyer shall not be liable
       Amendment, to direct Seller to add to or omit, or otherwise vary, Goods and Services,               for any unfulfilled commitment.
       and Seller shall carry out such variations and be bound by the same conditions, so far
       as applicable, as though the terms of the Amendment were stated in the contract.             15.    Suspension
7.     Delivery, Packaging, Marking and WEEE                                                               In the event of any interruption of Buyer's business due to circumstances beyond
                                                                                                           Buyer's control such as but not limited to any dispute, fire, explosion or accident
       Any time or period for delivery, despatch or completion shall be of the essence. All                which would prevent or hinder the use of Goods or Services which are the subject of
       goods supplied against the Contract must be adequately protected against damage                     the Contract, Buyer shall have the right to suspend the Contract until such
       and deterioration in transit and delivered carriage paid. Any information relating to the           circumstances have ceased.
       handling of goods upon receipt is to be clearly marked on the exterior Packaging and
       accompanying paperwork. Unless otherwise provided in the Contract, Seller shall be           16.    Indemnity
       responsible for the collection and disposal of all returnable Packaging at no cost to        16.1   Without prejudice to any rights or remedies of Buyer, Seller shall indemnify Buyer
       Buyer, and Seller hereby warrants to Buyer that Seller conforms and will conform to                 forthwith on demand against all actions, suits, claims, demands, losses, charges,
       all laws and regulations governing the disposal of Packaging. Seller shall be                       costs and expenses which Buyer may suffer or incur directly or indirectly from any
       responsible for the collection, treatment and disposal of all WEEE at no cost to Buyer.             defect in Goods or Services or the negligent or wrongful act or omission of Seller.
       Seller hereby warrants to Buyer that Seller conforms and will conform to all laws and
       regulations governing WEEE and that regardless of whether it is being replaced by            16.2   Seller shall effect with a reputable insurance company a policy or policies of insurance
       Buyer or not.                                                                                       covering all the matters which are the subject of indemnities under these Conditions
                                                                                                           and shall at the request of Buyer produce the relevant policy or policies together with
8.     Property and risk                                                                                   receipts or other evidence of payment of the latest premium due thereunder.
       Property and risk in the subject matter of the Contract shall pass to Buyer immediately      17.    Governing Law
       after delivery has been satisfactorily effected, provided that such passing shall not
       prejudice either Buyer's right to reject for non-conformity with specification or any               The validity and performance of the Contract shall be governed by and construed in
       other rights that Buyer may have under the Contract, provided that where advance or                 accordance with Scots Law and Seller submits to the jurisdiction of the Scottish
       progress payments are made title but not risk shall pass to Buyer as soon as items                  courts. The submission to such jurisdiction shall not (and shall not be construed so
       are allocated to the Contract. All items so allocated shall be adequately marked and                as to) limit the right of Buyer to take proceedings against Seller in any other court of
       recorded as being the property of Buyer.                                                            competent jurisdiction, nor shall the taking of proceedings in any one or more
                                                                                                           jurisdiction preclude the taking of proceedings in any other jurisdiction, whether
9.     Safety                                                                                              concurrently or not.
9.1    In accordance with the requirements of the Health and Safety at Work etc, Act                18     Where work is for 'Construction Operations'.
       1974, any safety precautions required for the handling of the material covered
       by the Contract are to be clearly indicated on each consignment.                             18.1   Seller shall comply with the provisions of the Inland Revenue Construction Industry
                                                                                                           Scheme.
9.2    Hazardous goods must be marked in accordance withthe Carriage of
       Dangerous Goods and Use of Transportable Pressure Equipment (Amendment)                      18.2   You are reminded of your responsibilities for carrying out the requirements of the
       Regulations 2005. Risk and safety phrases must be in English.                                       Health and Safety at Work, etc. Act 1974. In this connection your attention is drawn to
                                                                                                           the University Booklets. 'Code of Safe Practice for Contractors' and 'Asbestos: a Code
                                                                                                           of Practice in the Safe Identification and Handling of Asbestos Products'. Copies of
                                                                                                           which can be obtained from the person named overleaf.
                                                                                                           Please ensure that both your own tradesmen and also any sub-contractors have
                                                                                                           access to, and are familiar with, the contents of both.

								
To top