FRAMEWORK CONTRACT框架合同

1、.FRAMEWORK AGREEMENTfor the supply of kit (goods and services only)Reference number: SWYY/CAP/?FRAMEWORK AGREEMENTbetweenSCOTTISH WATERas Employerand_as Supplier*;THIS AGREEMENT is made between:1. SCOTTISH WATER, a body corporate established under section 20 of the Water Industry (Scotland) Act 2002

2、 and having its principal office at Castle House, 6 Castle Drive, Carnegie Campus, Dunfermline KY11 8GE (“The Employer”) and2. . (Company Number) whose registered office is at (“The Supplier”)WHEREASThe Employer and Supplier wish to enter into a relationship whereby the Employer may, as required, en

3、gage the Supplier to provide Work Packages, advice for a proposed Work Package or other associated matters from time to time. IT IS AGREED thatThe Employer and Supplier enter into a Framework Agreement details of which are set out in the Agreement Data and the Framework Information on the terms set

4、out in the NEC3 Framework Contract (June 2005) together with the Additions and Amendments to Conditions of Framework Agreement.This Agreement shall commence on the date of the last signing party of this Agreement. IN WITNESS WHEREOF: these present on this page together with the documents referred to

5、 above are executed as follows:SUBSCRIBED for and on behalf of EmployerAt.on theday of 201 byDirector/Company Secretary/Authorised SignatoryFull Namebefore this WitnessWitnessFull NameAddressSUBSCRIBED for and on behalf of SupplierAt.on the day.of 201 byDirector/Company Secretary/Authorised Signator

6、yFull Namebefore this WitnessWitnessFull NameAddressAGREEMENT DATAPart One - Data Provided by the EmployerThe Data which will apply to all work under the Framework Agreement is;§ The conditions of this Agreement are the Clauses of the NEC3 Framework Contract (June 2005) and Z Clauses, incorpora

7、ting the Additions and Amendments to Conditions of Framework Agreement.§ The Employer is;NameSCOTTISH WATERAddressCastle HouseCarnegie CampusDunfermline Fife KY11 8GEOthers are specified in the Approved List contained in Appendix One.The Employers (or Others) Framework Manager isNameAddressSCOT

8、TISH WATER WatermarkAlba CentreLivingstonEH54 7HH§ The Suppliers Framework Manager isNameAddressThe Framework Information is in the document titled Framework Information accompanying the Framework Agreement. The Scope is the supply of goods and services including where applicable, without limit

9、ation, equipment, plant, materials, including installation and commissioning and the production of associated documentation. The scope is further detailed in the Framework Information.The agreement award guidance is in the Framework Information§ The quotation procedure is the provision of a quo

10、tation by the Supplier for the cost of the Work Package or Time Charge Order. The quotation information shall be the Pricing Models in the Framework Information wherever possible.§ The commencement date is the date of signing the Framework Agreement by the last signing party.§ The end date

11、 is xxxxxx after the commencement date with a further xxx extensions if the Employer chooses to extend the Framework Agreement.If Option Z is used§ The additional conditions of this Agreement are:Z ClauseDescriptionZ1Additional DefinitionsZ2Award of agreementsZ3Changes to Framework InformationZ

12、4Best ValueZ5Client Direct AgreementZ6ConfidentialityZ7Dispute Resolution Procedure Z8Entire AgreementZ9Financial InformationZ10Supplier Development Z11InsuranceZ12Mandatory Use of Framework AgreementsZ13No Guarantee of WorkZ14No LiabilityZ15Parent Company GuaranteeZ16Performance MeasurementZ17Perso

13、nnelZ18Quality AssuranceZ19SparesZ20Standards and SpecificationsZ21Volume RebateZ22No AssignationZ23WarrantyZ24Health and SafetyZ25 Set OffZ26Limits of LiabilityZ27Corrupt PracticesZ28Data SecurityThe Data which will apply to all Time Charge Orders is:The Agreement Data Part One entries from the NEC

14、3 Professional Services Contract.The Data which will apply to all Package Orders is:The Agreement Data entries from the NEC3 Engineering and Construction Short Contract.Part Two - Data Provided by the SupplierThe Data which will apply to all work under the Framework Agreement is;The Supplier is;Name

15、 Address The Data which will apply to all Time Charge Orders is:The Agreement Data Part Two entries from the NEC3 Professional Services Contract.The Data which will apply to all Package Orders is:The Agreement Data entries from the NEC3 Engineering and Construction Short Contract.ADDITIONS AND AMEND

16、MENTS TO CONDITIONS OF FRAMEWORK AGREEMENTAdditional and Amended ClausesThe conditions of Framework Agreement are the Clauses of the NEC3 Framework Contract (June 2005) as amended by these Additions and Amendments to the Conditions of Framework Agreement.AMENDMENTS AND ADDITIONS TO EXISTING CLAUSESI

17、dentified and Defined Terms1111.2(2)11.2(4)Delete sub-clause 11.2(2) and replace with: “Framework Information is information which specifies how the Parties and Others work together and is in the document which the Agreement Data states it is in.”Add the following at the end of clause 11.2(4) after

18、Package:“and includes for the avoidance of doubt the following options:(a) NEC3 Engineering and Construction Short Contract (as amended) (hereinafter the “NEC3 Short Contract”); or(b) Purchase Order (as defined in 11.2(8). The applicable option(s) shall be contained in the Framework Information”.11.

19、2(6)11.2(7)11.2(8)Insert a new sub-clause 11.2(6) as follows:Others means the people or organisations engaged by the Employer (or those acting on the Employers behalf) to carry out activities on behalf of the Employer as listed in the Approved List as amended from time to time.” Insert a new sub-cla

20、use 11.2(7) as follows:Where an NEC3 Short Contract or Purchase Order (defined in 11.2(8) below) is issued, and there is a conflict between its terms or conditions and the agreement including these conditions of contract, the agreement including these conditions of agreement shall take precedence ov

21、er, and shall apply instead of, the terms and conditions of the NEC3 Short Contract or Purchase order. Subject to the preceding sentence, in respect of matters not expressly drafted for in the agreement including these conditions of contract, the NEC3 Short Contract or Purchase Order shall take prec

22、edence over the agreement including these conditions of contract. The Employer, acting reasonably, shall resolve any ambiguities or inconsistencies arising between the agreement including these conditions of contract and the NEC3 Short Contract or Purchase Order.Insert a new sub-clause 11.2(8) as fo

23、llows:A Purchase Order is an instruction issued by the Employer to the Supplier to carry out a Work Package other than the NEC3 Short Contract, the terms and conditions of which shall be either, Scottish Waters Conditions of Contract for the Purchase of Goods and Services contained in Section 6 of t

24、he Framework Information or where the Supplier and its sub-contractor agrees, an alternative set of terms and conditions (including those of one of the Others) (the “Alternative Terms and Conditions”) provided that in all cases, whatever terms and conditions are used, the provisions of clause 21.4 o

25、f the NEC3 Short Contract and clause 8 of Scottish Waters Conditions of Contract for the Purchase of Goods and Services, shall be applicable to all Purchase Orders and any inconsistent provisions of the Alternative Terms and Conditions with the said clauses of 21.4 and 8, shall to that extent be ina

26、pplicable.The Parties Obligations20 20.1Delete sub-clause 20.1 and replace it with:“When the Employer or Others require(s) work to be carried out within the scope, they consider the agreement allocation guidance and allocate that work to the supplier of their choice”. 20.2In sub-clause 20.2, insert

27、the following additional text after “Employer”:“or Others”20.3In sub-clause 20.3, insert the following additional text after “Framework Information”:“and Package Orders”Time Charge Order2121.1Delete sub-clause 21.1 and replace with: “If the Employer or Others require(s) advice from the Supplier for

28、a proposed Work Package or other matters associated with the scope, the Employer or Others issues a Time Charge Order to the Supplier.”Package Order2222.1Delete sub-clause 22.1 and replace with: “If the Employer or Others require(s) a Work Package to be carried out, the Employer or Others may instru

29、ct the Supplier to submit a quotation for a proposed Work Package and provide(s) the additional Contract Data specific to the Work Package.”22.2Delete sub-clause 22.2 and replace with:“The Supplier submits a quotation in accordance with the quotation procedure. The Supplier submits details of his as

30、sessment with the quotation. The assessment is made using the quotation information. The Employer or Others replies(y) to the submission within one week of receiving the quotation. The Employers or Others reply is· - issue of a Package Order accepting the quotation,· - an instruction to su

31、bmit a revised quotation or· - a notification with reasons, which may include (but are not be limited to) reasons of time, cost or quality, that the proposed Package Order will not be issued to the Supplier.”22.3Delete sub-clause 22.3 and replace with:“If a quotation is to be revised, the Emplo

32、yer or Others advise(s) the Supplier of the reasons for not accepting the quotation and the Supplier submits a revised quotation within one week of receiving the Employers or Others reply.”Completion3030.1In sub-clause 30.1, insert the following additional text after “Employer”;“or Others”Terminatio

33、n9090.2Delete sub-clause 90.2, bullet points 1 and 2 and replace with:· -“the Employer or Others may not issue a Time Charge Order or Package Order, and· - the Supplier complies with instructions to submit quotations or revised quotations and completes time charge work and Work Packages or

34、dered before the notification.” Z CLAUSESAdd the following additional Conditions of Contract as Z Clauses.OPTION Z: Additional Conditions of Framework AgreementFor the avoidance of doubt, the Z clauses shall be applicable to the Framework Agreement and where applicable, the Short Contract.Additional

35、 definitions Z1Z1.1Approved List means the list referred to in sub-clause 11.2(6) and set out in Appendix 1. In relation to the NEC3 Short Contract, unless the context otherwise requires, the following terms shall have the following meaning:Client means Scottish Water;Commissioning means without lim

36、itation, all procedures, steps, checks, tests and actions required to be performed by the Supplier as specified in the Works Information of the NEC3 Short Contract.Good Industry Practice means using standards, practices, methods and procedures conforming to Law, and exercising that degree of skill a

37、nd care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as that to which each subcontract works relates under the same or similar circumstances to those in which each subcontract works

38、is provided;Goods means any goods, articles or materials supplied or to be supplied as specified in the Works Information of the NEC3 Short Contract.Government means either the Scottish Executive and/or the Government of the United Kingdom;Intellectual Property Rights means all intellectual property

39、 rights (including patents, trade marks, designs, design rights, copyright, inventions, trade secrets, know-how, and confidential information) and all applications for protection of any of the same;Law means(a) Any applicable statute or proclamation or any delegated or subordinate legislation in for

40、ce in Scotland;(b) Any enforceable community right within the meaning of Section 2(1) of the European Communities Act 1972 in force in Scotland; and(c) Any applicable judgement of a relevant court of law which is a binding precedent in Scotland;Personal Data means personal data as defined by the Dat

41、a Protection Act 1998 which is supplied by one Party to the other Party pursuant to this Agreement;Scottish Water means Scottish Water, a body corporate established under Section 20 of the Water Industry (Scotland) Act 2002 and having its principal office at Castle House, 6 Castle Drive, Carnegie Ca

42、mps, Dunfermline KY11 8GE;Services means any services including installation or Commissioning to be supplied as specified in the Works Information of the NEC3 Short Contract .Water Industry Commissioner (WIC) means the person so appointed under the Water Industry (Scotland) Act 2002;WIC Reporting Re

43、quirements means the requirements from time to time for the provision of information by the Client to the WIC; andWorking Day means a day (other than a Saturday or Sunday) on which banks are open for domestic business in Scotland.Award of agreements Z2Z2.1This Framework Agreement enables Work Packag

44、es, Package Orders, Time Charge Orders and Purchase Orders to be awarded by the Employer or any of the Others listed on the Approved List. Z2.2When a Work Package, Package Order or Time Charge Order is awarded, the Supplier shall enter into a subcontract with the party awarding the Work Package, Pac

45、kage Order or Time Charge Order in the form set out in the Framework Information unless the Supplier and the party awarding the Work Package, Package Order or Time Charge Order considers an alternative form of contract to be more appropriate. Z2.3When a Purchase Order is awarded the Supplier shall e

46、nter into a contract with the party awarding the Purchase Order under the conditions of contract for the Purchase of Goods and Services set out in the Framework Information, unless the Supplier and the party awarding the Purchase Order considers an alternative form of contract to be more appropriate

47、. The form of Purchase Order is not defined in this Agreement.Changes to Framework Information Z3The Framework Information may be changed with the agreement of both Parties. With the agreement of both Parties, the Framework Information may be updated to include products supplied by the Supplier or u

48、sed by the Employer or Others which are not currently in the Framework Information but fall within the scope.Best ValueZ4Z4.1The Employer and Supplier will act with Others and with each other in a spirit of mutual trust and co-operation to provide Best Value.Best Value shall include, but not be limi

49、ted to “least whole life cost”, an express requirement of the Standards and Specifications. Client Direct Agreement Z5Z5.1The Supplier shall execute and deliver to the Employer a Client Direct Agreement which shall be in the form contained in Schedule 1. Z5.2Where required in the Works Information a

50、pplicable to any Work Package, the Supplier shall ensure that a subcontractor appointed by the Supplier shall, immediately upon his appointment, execute in favour of the Employer a warranty in terms mutatis mutandis of the Client Direct Agreement appended at Schedule 1 (or such other form as the Emp

51、loyer approves).Confidentiality Z6Z6.1This Framework Agreement and any Package Orders or Time Charge Orders entered into in terms of this Framework Agreement, the subject matter thereof and any samples and information supplied by the Employer and relating in any way to the Employers business shall b

52、e used for the exclusive purposes of performing this Framework Agreement or providing a Work Package or advice on a proposed Work Package and should be treated as and kept confidential by the Supplier who shall not disclose it or any details thereof for any purpose whatsoever (including advertising,

53、 display or publication) without the Employers prior consent in writing.Z6.2The Employer may disclose information provided by the Supplier in compliance with the Freedom of Information (Scotland) Act 2002 (“FOISA”) or the Environmental Information (Scotland) Regulations 2004 (“EIRS”) (the decision o

54、f the Employer in relation to their obligations under this legislation shall be final and conclusive), any other law or as a consequence of an order by any court or tribunal with the authority to order disclosure. When disclosing such information it is accepted by the Supplier that the Employer is u

55、nable to impose any restriction upon the information it provides and that such disclosure shall not be a breach of the Agreement.The Supplier acknowledges that the Employer(a) is subject to FOISA and the EIRS;(b) may require to disclose information without consulting with the Supplier;(c) shall be responsible for determining at its absolute discretion whether any information held by it is exempt from disclosure in accordance with the requirements of FOISA or EIRS or is to be disclosed in response to a request for information.Dispute Resolution Procedure Z7Referral to Framework ManagersZ