Inflatable Purchase Agreement

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					                                       DRAFT

                                 NON-EXCLUSIVE

                  FRAMEWORK AGREEMENT NO. 46000XXXX

                                         For

                      5,1 - 5,3 mtrs. Rigid Inflatable Boat (RIB)




                                       Between



                    DANISH DEFENCE ACQUISITION AND

                    LOGISTICS ORGANIZATION

                    Lautrupbjerg 1-5

                    DK-2750 Ballerup

                    V.A.T. No. DK 16287180,



hereinafter referred to as PURCHASER, and
                    XXXX

                    XXXX

                    XXXX

                    XXXX

                    V.A.T. No. XX XX XX XX,



hereinafter referred to as CONTRACTOR, the following Framework Agreement
comprising Clauses 1 through 32 and appendices 1-7.




Framework Agreement No. XXXX                                         Page 2 of 26
  Contents



Clause 1 Object and Prices of Framework Agreement ........................................................ 5

Clause 2 Ordering ................................................................................................................ 6

Clause 3 Technical Specifications ....................................................................................... 6

Clause 4 Quality, Quality Management and Assurance ....................................................... 7

Clause 5 Terms of Delivery .................................................................................................. 8

Clause 6 Place of Delivery ................................................................................................... 8

Clause 7 Terms of Payment ................................................................................................ 9

Clause 8 Delay in Delivery ................................................................................................. 10

Clause 9 Warranty ............................................................................................................. 13

Clause 10 NATO Codification ............................................................................................ 14

Clause 11 Sub-Contractors................................................................................................ 16

Clause 12 Documentation.................................................................................................. 16

Clause 13 Spare Parts ....................................................................................................... 17

Clause 14 Modifications ..................................................................................................... 18

Clause 15 Child Labour ..................................................................................................... 19

Clause 16 Compensation and Insurance ........................................................................... 19

Clause 17 Termination ....................................................................................................... 19

Clause 18 Security ............................................................................................................. 21

Clause 19 Most-favoured Customer Clause ...................................................................... 22

Clause 20 Amendments/Addenda ..................................................................................... 22

Clause 21 Public Announcement ....................................................................................... 22

Clause 22 Intellectual Property Rights ............................................................................... 22

Clause 23 Secrecy ............................................................................................................. 23

Clause 24 Transfer of the Framework Agreement ............................................................. 23



  Framework Agreement No. XXXX                                                                                   Page 3 of 26
Clause 25 Authority of PURCHASER's Personnel............................................................. 23

Clause 26 Disagreements, Disputes and Governing Law .................................................. 23

Clause 27 Framework Agreement Language .................................................................... 24

Clause 28 Priority .............................................................................................................. 24

Clause 29 Headings .......................................................................................................... 25

Clause 30 Notices .............................................................................................................. 25

Clause 31 Original Copies ................................................................................................. 26

Clause 32 Duration ............................................................................................................ 26



  Appendices:



  Enclosure 1: Compliance Matrix

  Enclosure 2: Price Adjustment Terms

  Enclosure 3: Quality Plan

  Enclosure 4: Sample of Certificate of Conformity

  Enclosure 5: NATO Codification and implementation information

  Enclosure 6: List for NATO Codification purposes




  Framework Agreement No. XXXX                                                                                   Page 4 of 26
Clause 1 Object and Prices of Framework Agreement

 1.1. This Framework Agreement between CONTRACTOR and PURCHASER covers:

          -   RIB s between 510 and 530 cm length in orange

          -   Initial PURCHASER will place an order of 12 pcs


       Item No.                        Description                          Unit Price

                   RIB between 510 and 530 cm length in orange


          -   And all other necessary components not with standing their possible
              absence in the compliance matrix



 1.2. The agreement implies no obligation for PURCHASER to purchase any minimum or
 maximum quantities except the initial order consisting of


      Item No.                Description                  Quantity       Unit Price

                   RIB s between 510 and 530 cm                 12
                   length in orange




 Framework Agreement No. XXXX                                              Page 5 of 26
 1.3. Price Adjustment

 1.3.1. Price adjustment cannot take place in PURCHASER's disfavour, i.e. beyond the
 contractual date of delivery or beyond the latest date stated in the Framework
 Agreement for such price adjustment.

 1.3.2. All prices and amounts mentioned in this Framework Agreement are basic prices
 per contract date 2010, which are to be adjusted according to the provisions stated in
 Enclosure 2: Price Adjustment Terms. No additional price adjustment for other reasons
 shall take place.

 1.3.3. The adjustment clause shall cover the delivery period fixed in the Framework
 Agreement.

Clause 2 Ordering

 2.1. The above mentioned items cf. Clause 1.1, can only be ordered by:

           (i) PURCHASER



 2.2. CONTRACTOR will receive one purchase order and one order confirmation, from
 PURCHASER. The order confirmation shall be returned by CONTRACTOR no later than
 10 (ten) working days after receipt, to the following address:


         Danish Defence Acquisition and Logistics Organization
         Att: HAC Division
         Lautrupbjerg 1-5
         2750 Ballerup
         Denmark


 If PURCHASER has not received the order confirmation within the 15 working days,
 PURCHASER will consider the order as confirmed.

 2.3. Regardless of the time of delivery, supplies against any purchase order issued
 before the expiry of this Framework Agreement shall be effected on the terms and
 conditions of this Framework Agreement.



Clause 3 Technical Specifications

 The technical specifications of the products to be supplied under this Framework
 Agreement shall be in accordance with Enclosure 1: Compliance Matrix.




 Framework Agreement No. XXXX                                                Page 6 of 26
 Clause 4 Quality, Quality Management and Assurance

4.1   For work and deliveries covered by this contract, the CONTRACTOR shall
      document and maintain a system for quality management. The system shall meet
      the requirements set out in appendix 6 and in the current NATO Allied Quality
      Assurance Publication AQAP 2130 or ISO 9001:2008 with the following
      supplementary NATO requirements:


      • The quality assurance system must be acceptable to a representative authorised
      by PURCHASER, who shall be entitled to inspect and monitor the system.

      • The PURCHASER quality assurance representative shall be entitled to inspect
      and monitor preparation and production, which may include documentation from the
      supplier, sub-supplier and/or third parties on whose premises work in connection
      with this contract is carried out.

      • Repairs may only be carried out, or material with deviations may only be accepted
      by dispensation with the acceptance of the PURCHASER quality assurance
      representative.

      • The CONTRACTOR shall establish and maintain a Quality Plan as specified in
      Enclosure 3.



4.2   Inspection of the quality assurance system shall not exempt the CONTRACTOR
      from obligations or liability set out in this contract, and similarly, omission of
      inspection shall not entail any limitation of PURCHASER’ s rights.



4.3   When PURCHASER decides that it is necessary for the National Quality Assurance
      Authority (NQAA) to carry out quality insurance at the facilities of the supplier or a
      sub-supplier which are situated in a NATO country, PURCHASER may delegate the
      assignment to the Government Quality Assurance Representative (GQAR ) in that
      country in accordance with STANAG 4107. GQAR shall be regarded and treated in
      all respects as PURCHASER staff in connection with this contract.

      GQAR shall not be entitled to perform any obligations on behalf of PURCHASER,
      including, but not limited to acceptance of any form of work, tests or deliveries which
      may incur additional costs for PURCHASER or which will change the obligations set
      out in this contract



4.4   In areas where no specific requirements have been stated, applicable standards
      shall be applied.




 Framework Agreement No. XXXX                                                  Page 7 of 26
4.5       It must be possible for PURCHASER to approve all documents relating to this
          contract, which must be subjected to document administration.

          All registrations of quality must be kept by the CONTRACTOR for a period of at
          least five (5) years after the last supply according to this contract.



Clause 5 Terms of Delivery

 5.1. Delivery of the 12 RIB’s shall take place latest 31.03.2011

 5.2. All documentation should be delivered no later than 4 weeks after the delivery of the
 first RIB
         Codification information shall be delivered prior to the delivery of the first RIB.


 5.3. Packing/Packing List/Marking

 5.3.1. Two copies of the Packing List and the Proforma Invoice for customs purposes
 shall under separate cover be forwarded to the address stated in Clause 6.1.

 5.3.2. Certificate of Conformity (and Test Certificates) issued in accordance with
 Enclosure 4 Certificate of Conformity shall be attached to the Packing List packed with
 the RIB’s as per clause 5.3.1 above.

 5.3.3. Consignment Note, Bill of Lading, as applicable, and the Proforma Invoice shall
 make reference to DALO VAT No. DK16287180.

Clause 6 Place of Delivery

 6.1. The equipment mentioned in clause 1.1 shall be delivered DDU (Incoterms 2000) to:


               Forsvarets Depot og Distribution
               Lilholtvej 4b
               Skrydstrup, 6500 Vojens
               Denmark


 with reference made to Framework Agreement No. 460000XXXX.


 6.2. Delivery of the documentation mentioned in Clause 12 shall be addressed to:




 Framework Agreement No. XXXX                                                        Page 8 of 26
           Danish Defence Acquisition and Logistics Organization
           Lautrupbjerg 1-5
           2750 Ballerup
           Denmark

Clause 7 Terms of Payment

 7.1. Payment of the deliveries under this Framework Agreement will be paid by
 PUCHASER within current month + 30 days when all of the following events have taken
 place:

    a) Delivery in accordance with Clause 5 and Clause 6 above.

    b) DALO receipt of correct invoice in triplicate in accordance with the provisions of
       Clause 7.2 below.

    c) Signing of Certificate of Conformity (CoC) in accordance with Enclosure 4.

 7.2. Invoices

 7.2.1. The invoices (foreign companies only) shall reference to the Framework
 Agreement No. as well as DALO VAT No. DK16287180.

 7.2.2. The invoices (Danish companies only) shall be forwarded electronically to DALO
 EAN no. 5798000201767 with the following information:

    a) Framework Agreement No. 46000XXXX

    b) Description of the equipment in accordance with Enclosure 3: Delivery Description
       The following documents shall be attached to the invoices: Documentation of the
       exact time of delivery.Copies of duly signed Certificate of Conformity (CoC) issued
       in accordance with Enclosure 4.

    c) Copy of the Packing List.




 Framework Agreement No. XXXX                                                Page 9 of 26
 7.2.3. If an invoice should not be in accordance with the conditions stated in this Clause,
 PURCHASER shall have the right to reject and subsequently return the invoice as being
 incorrect.

 7.2.4. All payments to be made by PURCHASER under the terms and conditions of this
 Framework Agreement shall be made in Euro by telegraphic transfer to
 CONTRACTOR´s Account:

                        [insert name of bank, BIC, IBAN etc.]

                        ..............................

                        ..............................

                        ..............................

 unless otherwise stated in CONTRACTOR´s invoice.

 7.2.5. A payment made by PURCHASER under the terms and conditions of this
 Framework Agreement shall not in any way constitute PURCHASER acceptance of the
 equipment.

 7.2.6. The invoices and the documents called for in this Clause shall be addressed and
 forwarded to:
            Danish Defence Accounting Agency
            Arsenalvej 55
            DK - 9800 Hjørring
            Denmark.

 7.2.7. Payment of an invoice shall be deemed to have taken place when the amount
 invoiced has been remitted by PURCHASER.

Clause 8 Delay in Delivery

 8.1. General

 CONTRACTOR shall immediately notify PURCHASER in writing as soon as he becomes
 aware of any circumstances which are likely to give rise to delay in delivery of a
 purchase order and, at the same time, advise PURCHASER the reason for and the
 anticipated duration of the delay. CONTRACTOR shall take such steps as he is able to
 in order to shorten any delay, so that the effects of the delay may be mitigated as much
 as possible for PURCHASER.




 Framework Agreement No. XXXX                                                 Page 10 of 26
8.2. Penalty

8.2.1. CONTRACTOR undertakes to pay a penalty corresponding to 0,25 % per day of
the value of the deliverables delayed, plus additions or less deductions made in
accordance with contractually agreed price adjustments. The penalty shall be calculated
for a full 7 calendar day period beginning on the first calendar day of the delay. However,
the penalty shall not exceed 25 % of the purchase order.

8.2.2. If the delay of any deliverables, which CONTRACTOR has undertaken to deliver in
accordance with the present Framework Agreement, results in the inapplicability of
already delivered deliverables, the penalty will also be calculated on the value of the
deliverables which cannot be used on account of the delay.

8.2.3. PURCHASER shall have the right, without legal proceedings, to deduct the
penalty in any payments to be made by him to CONTRACTOR.

8.2.4. Upon PURCHASER's claim or deduction for penalty, PURCHASER shall be under
no obligation to document any loss and damage suffered by him on account of the delay.
PURCHASER will, however, furnish CONTRACTOR with a specified statement as to
how the penalty has been calculated.

8.2.5. In case PURCHASER can document that the sum of loss and damage suffered by
PURCHASER due to the delay is greater than the sum of the calculated penalty,
PURCHASER shall, as an alternative to accrued penalty, have the right to claim for loss
and damage corresponding to the loss and damage documented, and can convert any
claimed/withheld penalty to cover such loss and damage partially. Cf. Clause 16

8.3. Force Majeure

8.3.1. Subject to clause 8.3.4, neither party shall be liable to pay penalties, damages or
make compensation in any way for any delay or failure to perform any of its obligations
when such delay or failure is due to Force Majeure.

8.3.2. Force Majeure is defined as an exceptional event outside the control of the
Parties, the event being of a certain qualified nature (war, hostilities, riots, strike, lockout
and labour disturbances, fire, flood, epidemic, earthquake, explosion, blockade,
embargo, import/export restrictions, nuclear or natural disasters etc.), unforeseeable or
not reasonably foreseeable, and furthermore not easy to overcome either by reasonable
investments of work or money etc.

8.3.3. Upon the occurrence of Force Majeure the party suffering thereby shall act in
accordance with the following:

   A. CONTRACTOR´s notification in writing to PURCHASER immediately after the
      Force Majeure situation has been ascertained informing PURCHASER of the
      basis for and, if possible, the anticipated duration of the Force Majeure situation
      and stating the measures taken by CONTRACTOR to put the Force Majeure
      situation to an end.




Framework Agreement No. XXXX                                                     Page 11 of 26
   B. CONTRACTOR´s submittal of documentation supporting his claim of Force
      Majeure. Such documentation shall, on CONTRACTOR´s own initiative, be
      forwarded to PURCHASER no later than 7 working days after the Force Majeure
      situation has been ascertained.

   C. CONTRACTOR´s update of the Force Majeure situation every second week in
      order to be kept informed about the duration of the delay including the measures
      taken to shorten and to eliminate the delay. Such periodical updates shall, on
      CONTRACTOR´s own initiative, be forwarded to PURCHASER and shall not in
      any way be a burden to PURCHASER.

8.3.4. If (i) the delivery of PRODUCTS is temporarily prevented due to Force Majeure
events and (ii) notice has been given under clause 8.3.2, the obligation to deliver shall be
suspended as regards the period during which the Force Majeure situation exists with
the effect that the CONTRACTOR shall be entitled to an extension of time for such
delay.

If contractual performance, delivery of PRODUCTS or other duties are prevented by
Force Majeure for a period of 90 consecutive days, then either party may terminate the
Framework Agreement and/or obligations prevented by Force Majeure (product order).




Framework Agreement No. XXXX                                                 Page 12 of 26
 8.4. Termination for Delay in Delivery

 8.4.1. In case of delay of more than 100 consecutive days in delivery of a purchase order
 within the purchase order PURCHASER is entitled to cancel the complete purchase
 order, and return previously received and accepted batches from the purchase order in
 question.

 8.4.2. In case of repeated delays in the delivery of purchase orders or delay in delivery of
 a purchase order for whatsoever reason beyond 6 months PURCHASER shall have the
 right to terminate the Framework Agreement.

 8.4.3. If the Framework Agreement is terminated due to delay in delivery, and if the delay
 is not due to Force Majeure, PURCHASER shall have the right to claim for accrued
 penalty until the day of termination according to Clause 8.2.1or for loss and damage,
 according to Clause 8.2.5. Loss and damages will be calculated in accordance with
 clause 16.2

Clause 9 Warranty

 9.1. Product warranty

 9.1.1. CONTRACTOR warrants that the equipment, supplied under this Framework
 Agreement as regards quality, materials, design, software, hardware and good
 workmanship, fulfil the contractual requirements, correspond to the acknowledged rules
 of technology and have no short comings or defects which could nullify their value or
 applicability for the normal and contractually prescribed use.

 9.1.2. The equipment shall be warranted for a period of 24 months from the date of
 CONTRACTOR's successful completion of the delivery under the Framework
 Agreement, confer also with Clause 6

 9.2. CONTRACTOR shall, at his own expense, correct, without delay, any defects in
 quality, materials, software, design, hardware and workmanship which are detected in
 any of the equipment supplied by him.

 9.3. If defects in equipment cf. Clause 9.1.1 are found within the period of time agreed in
 Clause 9.1.2, and these may be characterised as systematic defects cf. Clause 9.13,
 CONTRACTOR shall replace or modify, free of charge, all equipment previously supplied
 to this present Framework Agreement incorporating parts/components showing any such
 defects, so that the reason for the particular defect(s) is removed without the equipment
 deviating from specifications.

 9.4. Defective equipment shall be returned for repair at CONTRACTOR's facilities or
 repaired on location, if so decided by CONTRACTOR. All costs in connection with any
 warranty claim made by PURCHASER shall be borne by CONTRACTOR.

 9.5. For specific parts or component repaired/replaced in accordance with the above
 warranty provisions, a new warranty period of 24 (twenty four) months shall apply with
 the same contents as for the original equipment. Within a period of four (4) calendar
 weeks, CONTRACTOR is only allowed 1 (one) attempt of remedying for a specific



 Framework Agreement No. XXXX                                                 Page 13 of 26
 defect. If new or further remedying is necessary due to the same defect within this
 period, PURCHASER shall have the right to remedy or to have remedied the defect by a
 third party, in both cases for CONTRACTOR’s account, cf. clause 9.12.

 9.6. CONTRACTOR undertakes to correct any errors or omissions in the supplied
 printed and digital format documentation manuals during the warranty period for the
 relevant equipment.

 9.7. CONTRACTOR undertakes to correct any errors or omissions in any printed or
 digital format documentation supplied as part of the prefabricated course documentation
 packages, during the warranty period.

 9.8. CONTRACTOR must plan scheduled repair periods together with PURCHASER in
 order to minimize the impact of this on personnel using the units.

 9.9. Time for warranty repairs may not exceed four (4) calendar weeks. The repair time
 is calculated from the time of reception at CONTRACTOR to the time of shipment from
 CONTRACTOR.

 9.10. PURCHASER shall inform CONTRACTOR of any defect as soon as possible after
 its discovery.

 9.11. Any defect resulting from improper use by PURCHASER or from wear and tear
 beyond what the equipment in use can be expected to tolerate, is not covered by the
 warranty. Examples of defects resulting from improper use is all handling and use where
 the max. tolerances given to the CONTRACTOR is overruled.

 9.12. In the event CONTRACTOR fails to fulfil his warranty obligations, the
 PURCHASER shall have the right to remedy or to have remedied the defect, in both
 cases for CONTRACTOR's account.

 9.13. If any systematic defect due to inadequate design, choice of inferior components or
 material, should be revealed within five (5) years from the date of last delivery, and such
 defect should reduce the usability of the equipment against the contractual
 specifications, CONTRACTOR is obliged to correct defects, including corrections of the
 appropriate technical and instructional documentation, without any economical
 consequences for PURCHASER. The corrections are to be carried out on each and
 every piece of equipment, regardless of whether the defect has materialised on all or
 only on some of said equipment, with the exception of equipment for which
 CONTRACTOR can substantiate that the defect will not occur.

 9.14. The warranty shall not in any way be prejudiced by inspection, quality control or
 acceptance of the deliverable.

Clause 10 NATO Codification

 10.1. With reference to NATO codification, CONTRACTOR undertakes to supply
 necessary item identifying data (such as technical drawings, standards, specifications or
 similar information, clearly specified in Enclosure 5) of the items PURCHASER selects
 as items of supply and spare parts. The information is to be supplied the codification



 Framework Agreement No. XXXX                                                Page 14 of 26
authority of the country of origin or another agency selected by the codification authority,
or sent directly to PURCHASER. Deliveries of items from subcontractors will also be
subject to this requirement.

Furthermore, CONTRACTOR shall deliver the codification information contained in
Enclosure 6, Specific NATO Codification and Implementation Information, to
PURCHASER, at the address as follows:


           Danish Defence Acquisition and Logistics Organization
           Data & Analysis
           Lautrupbjerg 1-5
           DK-2750 Ballerup.

If the country of origin is a country which is not a full NATO Codification System member
(NCS), PURCHASER will be the codification authority.

10.2. The codification information is to be supplied in accordance with the directions
issued by the codification authority of the country of origin/PURCHASER or another
agency selected by the codification authority. In case of doubt, CONTRACTOR
undertakes to contact the codification authority/PURCHASER for further guidance.

10.3. CONTRACTOR undertakes to supply the above codification information not later
than 4 (four) weeks before the date of delivery of equipment. Failure to supply the
requested codification information 4 (four) weeks before delivery of equipment, will incur
upon the CONTRACTOR a penalty corresponding to 0,25 % of the value of the
deliverables described in the codification notification delayed, plus additions or less
deductions made in accordance with contractually agreed price adjustments. The penalty
shall be calculated for a full 7 (seven) calendar day period beginning on the first calendar
day of the delay. However, the penalty shall not exceed 10 % of the purchase order.

10.4. The above commitments shall apply for up to (4) years from date of Framework
Agreement. The commitments extent to both the original composition of modules and
separate parts as well as to newer modules and parts that replaces the original items as
introduced by CONTRACTOR.

10.5. CONTRACTOR undertakes to incorporate the above stipulation in contracts with
sub-contractors.




Framework Agreement No. XXXX                                                  Page 15 of 26
Clause 11 Sub-Contractors

 CONTRACTOR shall include in his sub-contracts, if any, provisions imposing the same
 obligations as those he himself has assumed towards PURCHASER in this Framework
 Agreement, in particular with regard to:

    a) Technical and operational requirements and technical specifications.

    b) Time of delivery.

    c) Warranty terms.

    d) Quality control, in process inspection and government inspection, as applicable.

    e) Documentation.

    f) Security.

    g) Secrecy.

    h) NATO Codification.

    i) Child Labour.

    j) Environmental requirements.

    k) Risk Management.



Clause 12 Documentation

 12.1. CONTRACTOR shall deliver 14 sets of the documentation specified in the
 Compliance Matrix and the Framework Agreement in hard copy as well as a
 electronically version (incl. design - and production drawings) based on the specifications
 specified in attached drawings and descriptions for approval by DALO.

 12.2. The manuals the CONTRACTOR shall prepare and deliver must specify how to
 operate and maintain the equipment.




 Framework Agreement No. XXXX                                                Page 16 of 26
 12.3. CONTRACTOR agrees that PURCHASER shall have the right, free of charge, to
 duplicate any part of or all the above-mentioned documentation for his own use, and to
 duplicate and to use, for codification purposes, any part of reports, drawings blue prints,
 data and technical information specified to be delivered under this Framework
 Agreement.

 12.4. CONTRACTOR agrees that PURCHASER shall have the right, free of charge, to
 duplicate any part of or all the above mentioned documentation for the use and
 availability in future tenders.

 12.5. CONTRACTOR agrees to the codification authority having the right to copy and
 use the information for codification purposes, without additional payment.

Clause 13 Spare Parts

 13.1. Should the PURCHASER's select to purchase any spare parts, CONTRACTOR
 shall, for the spare parts selected by PURCHASER for delivery under this Framework
 Agreement, establish and maintain a Spare Parts List and a Recommended Spare Parts
 List containing the following information:
      Item number
      Description and type
      NATO stock number (where available)
      True (original) manufacturer's part number
      True (original) manufacturer's code
      Unit price
      Remarks.




 Framework Agreement No. XXXX                                                 Page 17 of 26
 13.2. During a period of 5 (five) years from receipt of the deliverables CONTRACTOR
 undertakes to supply such spare and replacement parts, including recommended spare
 parts, as PURCHASER may require to meet his needs for repair and replacement.

 13.3. At the end of the 5 (five) year period mentioned in Clause 13.2 above,
 CONTRACTOR undertakes to inform PURCHASER of any intention to cease the
 manufacture of such spare and replacement parts, including recommended spare parts,
 at least 12 months prior to such cessation and that CONTRACTOR will, on terms to be
 agreed, accept final provisioning orders for such spare and replacement parts at least 6
 months prior to such cessation.

 13.4. In case the CONTRACTOR fails to fulfil the obligations undertaken by him pursuant
 to Clauses 13.2 and 13.3 above, the CONTRACTOR shall hold PURCHASER
 indemnified for any additional costs incurred by PURCHASER in having these
 obligations fulfilled elsewhere.

Clause 14 Modifications

 14.1. CONTRACTOR shall have the right to incorporate such modifications to the
 deliverables, as he may deem advisable for facilitating the manufacture of the
 deliverables provided always that no such modifications in any way shall:

    a) affect the interchangeability of parts within the deliverables.

    b) degrade the performance of the deliverables and/or other systems to which the
       deliverables are to interface with.

    c) affect the price or delivery of the deliverables.

 14.2. In the event of any such modification affecting the specification and/or publications
 and/or drawings, CONTRACTOR shall notify PURCHASER in writing of such
 modifications and of such amendments to the specification, publications, drawings and
 diagrams, as they pertain and form part of this Framework Agreement.

 14.3. CONTRACTOR shall notify PURCHASER of improvements to the deliverables
 manufactured by CONTRACTOR as these become known to CONTRACTOR for a
 period of 10 years after acceptance of the deliverables. Such information shall be
 forwarded in 2 copies.

 14.4. PURCHASER may at any time request modification of the deliverables. Upon
 receipt by CONTRACTOR of PURCHASER's written request for a modification,
 CONTRACTOR will, as soon as possible, inform PURCHASER of any changes in cost
 and/or in time of delivery such modification will involve, whereupon PURCHASER, within
 a reasonable time, will inform CONTRACTOR whether the modification shall be
 performed or not. If PURCHASER accepts CONTRACTOR's conditions for a
 modification, a formal amendment to the Framework Agreement shall be issued in
 accordance with Clause 20 below.

 14.5. The price of such modification and/or spare part to be incorporated into the
 deliverables shall be based upon the prices for subcomponents and modules/functions



 Framework Agreement No. XXXX                                                 Page 18 of 26
 already specified in Enclosure 12: Price List, thereby maintaining a reasonable price
 level. If a modification and/or spare part cannot be priced solely by using the said prices
 for subcomponents and modules/functions already specified, the remainder of the price
 to be fixed shall only allow a profit in the same level as included in the modules/functions
 already specified.

Clause 15 Child Labour

 CONTRACTOR and his possible sub-contractors shall respect ILO Conventions C 138
 and 182, and they may not use Child Labour, if this conflict with the above mentioned
 ILO Conventions. Breach of the ILO Conventions C 138 and 182 will be regarded as
 substantial breach of Framework Agreement.

Clause 16 Compensation and Insurance

 16.1. The Parties shall be liable to pay compensation in accordance with the general
 rules of Danish law. Compensation can only be claimed for any matters giving rise to
 payment of a penalty if - and to the extent that - PURCHASER can document any loss
 greater than the sum of the calculated penalty.

 16.2. In no case will the Parties be liable for any loss of profit, consequential loss or any
 other indirect loss. The above restrictions will only apply if the loss is not attributable to
 gross negligence or intentional conduct on the part of the Party causing the loss. Cost for
 a renewed procurement procedure, increased purchase costs from a third party supplier,
 cost of maintaining a second set of radios and spare parts and similar cost shall however
 be considered direct losses.

 16.3. The CONTRACTOR is subject to product liability according to Danish law. In
 addition, the CONTRACTOR shall maintain a product liability insurance during the term
 of the agreement and for five years thereafter. The amount of product liability for
 personal injury is limited to EUR 500,000 for any one occurrence. Furthermore, the
 amount of product liability for damage to property or goods is limited to EUR 2,000,000
 for any one occurrence, i.e. the total amount of product liability for any one occurrence is
 limited to EUR 2,500,000.

Clause 17 Termination

 17.1. For CONTRACTOR's Default

 17.1.1. If CONTRACTOR is in material breach in carrying out the terms, conditions or
 obligations of this Framework Agreement or if CONTRACTOR becomes bankrupt,
 insolvent, or has been granted a moratorium, then PURCHASER may terminate the
 whole or any part of this Framework Agreement. Damages will be caluculated in
 accordance with Clause 8.2.

 17.1.2. In the event that PURCHASER terminates this Framework Agreement in whole
 or in part in accordance with his rights stipulated in Clause 17.1.1 . above, PURCHASER
 may procure, upon the best terms reasonably obtainable, similar items to replace those
 not delivered, and CONTRACTOR shall be liable to PURCHASER for any additional




 Framework Agreement No. XXXX                                                   Page 19 of 26
costs for such replacement items, provided that PURCHASER shall use his best
endeavours to mitigate such costs.

17.1.3. If this Framework Agreement is terminated under the conditions of Clause 17.1.1
above, CONTRACTOR is obligated and PURCHASER has the right, in addition to any
other rights provided in Clause 17, to request CONTRACTOR to transfer title and
delivery to PURCHASER of:

   a) any completed supplies, and

   b) such partially completed supplies and materials, as CONTRACTOR has
      specifically produced or specifically acquired for the performance of such part of
      this Framework Agreement as has been terminated, and CONTRACTOR shall,
      upon request by PURCHASER, protect and preserve property in his possession in
      which PURCHASER has an interest and to which such termination relates.

   c) Payment for completed supplies shall be at the price stipulated or calculated in
      accordance with the relevant provisions of this Framework Agreement.

   d) Payment for partially completed supplies or materials and for the protection and
      preservation of property shall be in an amount agreed upon between
      PURCHASER and CONTRACTOR having regard to the provisions of this
      Framework Agreement. Failure to agree upon such amount shall be deemed a
      dispute subject to settlement in accordance with Clause 26 below.




Framework Agreement No. XXXX                                               Page 20 of 26
 17.2. For PURCHASER's Convenience

 17.2.1. PURCHASER shall be entitled to terminate this Framework Agreement in whole
 or in part at any time by giving CONTRACTOR 90 days written notice. Upon the
 expiration of such 90-day notice, this Framework Agreement shall be terminated, but this
 without prejudice to the rights of the parties accrued to the date of termination.

 17.2.2. After receipt of notice of termination, cf. 17.2.1, CONTRACTOR shall submit to
 PURCHASER his termination claims in the form and with documentation as mutually
 agreed upon between the parties. CONTRACTOR's and PURCHASER may agree upon
 the whole or any part of the amount or amounts to be paid to CONTRACTOR by reason
 of the total or partial termination of work pursuant to this Clause 17.2, the amount or
 amounts of which will include a reasonable allowance for profit of work done provided
 that such work is ordered before the termination for PURCHASER’s convenience. The
 agreed amount or amounts shall not exceed the total Framework Agreement price
 reduced by the amount of payments already made.

 17.2.3. In the event of failure of CONTRACTOR and PURCHASER to agree as provided
 for in Clause 17.2.2 above, the whole amount or amounts to be paid by PURCHASER to
 CONTRACTOR shall be deemed to be a dispute, subject to settlement in accordance
 with Clause 26 below.

 17.3. For Failure of Basic Assumptions

 17.3.1. If export or import licenses are necessary, the CONTRACTOR shall at his own
 expense and risk arrange for all required documentation and licenses. PURCHASER
 shall deliver timely all documents and information needed by CONTRACTOR to apply for
 the required license(s). Failure by CONTRACTOR to obtain the necessary licenses shall
 entitle PURHASER to terminate this Framework Agreement at any time.

Clause 18 Security

 18.1. Access to and treatment of classified matters and documents, if applicable to this
 Framework Agreement or its performance, shall be governed by the NATO security
 regulations laid down in NATO document C-M (2002) 49.

 18.2. If it is necessary for CONTRACTOR to disclose classified matters or documents to
 any of his suppliers or sub-contractors, CONTRACTOR shall require the supplier or
 subcontractor to comply with the security regulations mentioned in Clause 18.1 above.

 18.3. CONTRACTOR shall comply with all instructions relating to security obligations in
 particular those relating to supervision of personnel, security procedures, safety of
 materials and actual or presumed sabotage.

 18.4. Failure by CONTRACTOR or CONTRACTOR's sub-contractors to observe the
 security regulations referred to in Clause 18.1 above shall be deemed to be a breach of
 this Framework Agreement. In addition CONTRACTOR may be liable to criminal
 proceedings.




 Framework Agreement No. XXXX                                                Page 21 of 26
Clause 19 Most-favoured Customer Clause

 19.1. CONTRACTOR guarantees that the Framework Agreement prices and other terms
 and conditions laid down in this Framework Agreement are not less favourable than the
 prices and terms and conditions he would offer to other customers under comparable
 circumstances.

Clause 20 Amendments/Addenda

 20.1. This Framework Agreement shall not be amended in any other way than by
 amendments/addenda which shall be in writing and signed by both parties in order to be
 legally valid. Such amendments/addenda which shall be expressly designated as
 Framework Agreement amendments/addenda and numbered consecutively shall be
 issued in 2 original copies, one of which shall be left with CONTRACTOR and one with
 PURCHASER.

 20.2. Changes in the technical specifications which will not have an impact on the
 price(s) and the time of delivery, however, may be agreed upon by any other written
 agreement signed by both parties.

 20.3. Verbal agreements shall only be valid if subsequently confirmed in writing by both
 parties.

Clause 21 Public Announcement

 21.1. CONTRACTOR shall not make any public announcement regarding this
 Framework Agreement or publish any of its contents without PURCHASER's prior written
 consent and approval of the contents and wording of the announcement.

Clause 22 Intellectual Property Rights

 22.1. CONTRACTOR guarantees that he holds all patents, licenses and other intellectual
 property rights required to fulfil his obligations under this Framework Agreement.

 22.2. The CONTRACTOR undertakes to indemnify PURCHASER in the event of any
 claim being made or action being brought against PURCHASER in respect of
 infringements of patents, copyrights and licenses, owing to or arising from the
 performance of this Framework Agreement provided that:

    a) CONTRACTOR be promptly notified in writing of any such claim or action,

    b) CONTRACTOR be rendered such assistance from PURCHASER as may be
       required in connection with the settlement of such claim or action,

    c) the equipment has been used for the specific purpose for which CONTRACTOR
       supplied the same,

    d) the infringement is not due to CONTRACTOR having followed a design or
       instructions furnished by PURCHASER.




 Framework Agreement No. XXXX                                               Page 22 of 26
 22.3. The CONTRACTOR shall be at liberty to contest any such claim or action or to
 conduct any negotiations for the settlement of the same in the name of PURCHASER.

 22.4. CONTRACTOR undertakes to hold PURCHASER harmless of any loss and
 damage in connection with any such claim or action, including PURCHASER's expenses
 in connection with legal proceedings, hereunder expenses for legal and technical
 assistance.

Clause 23 Secrecy

 23.1. CONTRACTOR shall not disclose the contents of this Framework Agreement to
 third parties unless this should be necessary for the performance of the Framework
 Agreement.

 23.2. Unless explicitly agreed otherwise in writing by PURCHASER, CONTRACTOR
 may not under any circumstances, even after the Framework Agreement has been
 cancelled for any reason whatsoever, consider himself free from obligations of secrecy.

Clause 24 Transfer of the Framework Agreement

 24.1. This Framework Agreement cannot be transferred to any other party without the
 prior written consent of PURCHASER.

Clause 25 Authority of PURCHASER's Personnel

 25.1. During the performance of this Framework Agreement CONTRACTOR shall only
 accept written instructions from PURCHASER or his duly authorized representative(s).

Clause 26 Disagreements, Disputes and Governing Law

 26.1. This CONTRACT shall be governed by and construed under the laws of the
 Kingdom of Denmark, without giving effect to its conflict of law principles.

 United Nations CISG shall not apply to this CONTRACT.

 26.2. Any dispute arising in connection with the present CONTRACT, which cannot be
 settled in an amicable way, shall be settled by arbitration in accordance with the Rules of
 Procedure of the Danish Institute of Arbitration (Copenhagen Arbitration).

 26.3. The place of arbitration shall be:
           Copenhagen,
           Denmark

 26.4. The number of arbitrators shall be 3.

 26.5. The language of the arbitration shall be Danish or English.

 26.6. Each Party shall appoint one arbitrator and the Institute shall appoint a third
 arbitrator who shall be the Chairman of the arbitration tribunal. If a Party has not




 Framework Agreement No. XXXX                                                  Page 23 of 26
 appointed an arbitrator within 30 days of having requested or received notice of the
 arbitration, such arbitrator shall be appointed by the Institute.

 26.7. Each Party shall bear its own expenses (including attorney’s fees) and shall pay an
 equal share of the arbitration fees and the expenses of the arbitrator(s). Nothing in this
 CONTRACT shall be construed to preclude any Party from seeking injunctive relief in
 order to protect its rights pending arbitration. A request by a Party to a court for such
 injunctive relief shall not be deemed a waiver of the obligation to arbitrate.

Clause 27 Framework Agreement Language

 This Framework Agreement is expressed in the English language. In case of conflict of
 interpretation of the Contract, the plain English meaning of the text shall be ruling, except
 for terms defined in International Standardization Organization (ISO) 9000:2005 (Quality
 Management System – Fundamentals and Vocabulary) where ISO definitions shall be
 ruling.

Clause 28 Priority

 28.1. The provisions of this Framework Agreement shall supersede any other
 correspondence exchanged by PURCHASER and CONTRACTOR on this matter.

 28.2. This Framework Agreement and its appendices form the entire Framework
 Agreement. On this present Framework Agreement and the appurtenant technical
 documentation by way of appendices, manuals, etc., the following order of priority has
 been agreed upon in case of any reciprocal discrepancies:

    (i) Framework Agreement wording

    (ii) Appendices to the Framework Agreement

    (iii) Documents created during evaluation of the activities under this Framework
          Agreement (e.g. manuals, documentation etc.)




 Framework Agreement No. XXXX                                                  Page 24 of 26
Clause 29 Headings

 29.1. The headings and the indexes do not form a part of this Framework Agreement
 and shall not govern or affect the interpretation of this Framework Agreement.

Clause 30 Notices

 30.1. Unless otherwise stated in this Framework Agreement any notice to the served
 pursuant to this Framework Agreement shall be sent by mail or by telefax.

 In case of PURCHASER to:
            Danish Defence Acquisition and Logistics Organization
            Lautrupbjerg 1-5
            DK-2750 Ballerup
            Telephone: +45 72 57 59 99
            Telefax: +45 72 57 51 20

 In case of CONTRACTOR to:
            XXXX
            XXXX
            XXXX
            Telephone: XXXXXX
            Telefax: XXXX




 Framework Agreement No. XXXX                                            Page 25 of 26
Clause 31 Original Copies

 31.1. This Framework Agreement with integral Appendices is issued in 2 original copies,
 one of which is left with CONTRACTOR and one with PURCHASER.

Clause 32 Duration

 32.1. This Framework Agreement expires 4 (four) years after date of signing.

 Date: __________                               Date: __________


 For DANISH DEFENCE ACQUISITION                 For
    AND LOGISTICS ORGANIZATION


    ____________________________                _____________________________


 Witness:                                       Witness:


    _____________________________               _____________________________




 Framework Agreement No. XXXX                                              Page 26 of 26

				
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