Thurrock Council - Invitation to Tender: Multi-Functional Devices

TC[ ]

Thurrock Council

[ insert name ]

THIS CONTRACT is made on:

between the PARTIES

(1)The Council:THURROCKCOUNCILof Civic Offices, New Road, Grays, Essex RM17 6SL;

(2)The Contractor:

(each being referred to as a “Party” and together as the “Parties”)

OPERATIVE PART

1. The Parties agree to contract for the provision and completion of certain services by the Contractor for the benefit of the Council (as further detailed in the Services Specification) andin accordance with and subject to the terms and conditions set out in these Contract Particulars and the Standard Terms and Conditions in Schedule 2 as amended by the Special Terms and Conditions in Schedule 1 and the other documents comprising the Contract as detailed further below.

Contract Particulars

SIGNED BY the duly authorised representatives of the parties on 2015

SIGNED BY

duly authorised to sign for and

on behalf oftheContractor

in the presence of

Witness signature

Name:

Address:

Occupation:

SIGNED BY

duly authorised to sign for and

on behalfof the Council

in the presence of

Witness signature

Name:

Address:

Occupation:

Schedule 1

Special Terms and Conditions

To the extent of any ambiguity, conflict, inconsistencies or contradictions between the Standard Terms and Conditions (Schedule 2) and these Special Terms and Conditions (Schedule 1), the latter will prevail. For the avoidance of doubt, where these Special Terms and Conditions contain a defined word and that defined word is not in the definitions section of these Special Terms and Conditions, reference should be made to the Standard Terms and Conditions for the relevant definition.

operative provisions

DEFINITIONS

The terms and expressions used in these Special Conditions shall have the meanings set out below and words in the singular include the plural and vice-versa:

Approval meansthe written consent of the Council.

Equipment means the goods and equipment, including but not limited to the printer devices, as further specified in the attached Specification, and as may be specified in any Order Form, to be supplied to the Council by the Contractor under this Agreement.

Legacy Equipment means the goods and equipment, including printer devices, which are already installed and in use on the Premises prior to the commencement of the Agreement, and which shall continue to be used by the Council for as long as it reasonably deems necessary, even for the duration of this Agreement.

Order Form means the order submitted to the Contractor by the Council, from time to time, specifying the part of the Services which the Council requires of the Contractor.

Premises means the location where the ordered Equipment and or ordered Services are to be supplied, as set out in the attached Specification, and as may be further specified in any subsequently issued Order Form.

Lease Agreement

1. Where the Contractor has entered into a separate lease agreement with a finance company or other such third party in relation to the purchase and or supply of the Equipment under this Agreement, the Council shall bear no responsibility nor shall it indemnify the Contractor for any liability that the Contractor may incur under that lease agreement.

Service Level Agreement

1. The Contractor acknowledges that in addition to the terms and conditions contained in this Schedule 1 and in Schedule 2, it shall also comply with any service level requirements as set out in any Service Level Agreement appended to this Agreement.

Equipment (General)

1. The Contractor shall install the Equipment and carry out all ancillary activities which shall facilitate with the setting up and implementation of the provision of the Services, including but not limited to the unloading, stacking or installation of the Equipment, or anyassociated goods.

Moving of the Equipment

1. Where this Agreement is terminated under any of the clauses within this Agreement, the Council shall provide the Contractor with access to the Premises to enable the Contractor to safely remove the Equipment from the Premises.

1. Where during the course of the Agreement, the requirement for the Equipment or Legacy Equipment or other such goods which form part of the Agreement need to be moved or removed by the Contractor arises, the Contractor shall safely and carefully do so at no additional cost to the Council.

Insurance for the Equipment

1. The Contractor shall ensure that at all times during the course of this Agreement there is suitable and adequate insurance in place for the Equipment as well as for the Services in general. The Contractor shall, upon request from the Council, provide evidence that all premiums relating to such insurances have been paid.

1. If the Contractor does not maintain the necessary insurances under the Contract the Council may insure against any risk in respect of the default and may charge the Contractor the cost of such insurance together with a reasonable administration charge.

Legacy Equipment

1. The Contractor acknowledges that in addition to the Equipment which shall be on the Premises, there may also be Legacy Equipment, and that it shall ensure that its software and all other systems accommodate and are in sync with the Legacy Equipment.

1. At the commencement of this Agreement, the Contractor shall liaise with the Council in relation to the position and placement of each piece of Equipment, and where applicable, the Legacy Equipment, and the Contractor shall cooperate with the Council in any such decision making process.

Delivery

1. The Contractor shallensure that the Equipment delivered conforms in all respects with the requirements as specified by the Council in the Specification.

1. The Contractor shall not charge for delivery of the Equipment to the Premises, or for packaging used by the Contractor, other than expressly provided for in any document which comprises part of thisAgreement.

1. The Contractor shall deliver the Equipment at the times and dates specified in the Order Form as issued by the Council from time to time, and the Contractor agrees that the delivery shall include the unloading, stacking or installation of the Equipment by the Staff or the Contractor’s suppliers or carriers at such place as the Council shall reasonably direct.

1. The Council shall be under no obligation to accept or pay for any goods delivered in excess of the quantity specified in the Order Form. If the Council elects not to accept such over-delivered goods it shall be entitled to give notice in writing to the Contractor to remove them within 5 Working Days of receipt by the Contractor of such notice and to refund to the Council any expenses incurred by the Council as a result of such over-delivery (including but not limited to the costs of moving and storing them) failing which the Council shall be entitled to dispose of such goods and to charge the Contractor for the costs of such disposal. The risk in any over-delivered goods shall remain with the Contractor until they are collected by or on behalf of the Contractor or disposed of or purchased by the Council, as appropriate.

1. The Customer shall be under no obligation to accept or pay for any goods supplied earlier than the date for delivery stated in the Order Form.

1. Unless expressly agreed to the contrary, the Council shall not be obliged to accept delivery by instalments. If, however, the Council does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of the Customer, entitle the Council to terminate the whole of any unfulfilled part of the Contract without further liability to the Customer.

Damage in Transit

1. On dispatch of any consignment of the Equipment the Contractor shall send to the Council at the Premises an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume.

1. Where the Equipment is either damaged in transit or having been placed in transit fail to be delivered to the Customer, the Council shall elect:
2. to reject the consignment; or
3. require the Contractor free of charge to the Council, to repair or replace the damaged Equipment, and deliver the repaired or replaced Equipment in accordance with the timescales specified in the Order Form provided that:
4. in the case of damage to such orderedEquipment in transit the Council shall within 25 Working Days of delivery give notice to the Contractor that the Equipment has been damaged;
5. in the case of non-delivery the Council shall (provided that the Council has been advised in writing of the dispatch of the ordered Equipment) within 10 Working Days of the notified date of delivery give notice to the Contractor that the Ordered Goods have not been delivered.

Inspection, Rejection and Guarantee

1. The Contractor shall permit the Council and/or its authorised representatives to make any inspections or tests on the ordered Equipment, which may reasonably be required and the Contractor shall afford all reasonable facilities and assistance free of charge at the Contractor’s premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests of the ordered Equipment or inspections shall constitute a waiver by the Council of any rights or remedies in respect of the ordered Equipmentand, in particular, the Council retains the right to reject the ordered Equipment.

1. The Council may by written notice to the Contractor reject any of the ordered Equipment, which fail to conform to the approved sample or fail to meet the specification stated in the Order Form. Such notice shall be given within a reasonable time after delivery to the Council of the ordered Equipment concerned. If the Council rejects any of the ordered Equipment pursuant to this clause the Council shall be entitled (without prejudice to other rights and remedies) either:
2. to have the ordered Equipment concerned as quickly as possible and in any event within 5 Working Days either repaired by the Contractor or (as the Council shall elect) replaced by the Contractor with Equipment that conform in all respects with the approved sample or with the specification set out in the Order Form and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or
3. to treat the Contract as discharged by the Contractor’s breach and require a refund from the Contractor in respect of any consideration paid by the Council for the ordered Equipment concerned together with payment of any additional expenditure over and above the price incurred by the Council in obtaining replacement goods in replacement provided that the Council uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement goods.
4. The issue by the Council of a receipt note for the ordered Equipment shall not constitute any acknowledgement of the condition, quantity or nature of the ordered Equipment.
5. Any ordered Equipment that is rejected or returned by the Council as described in Clause 19 shall be returned to the Contractor at the Contractor’s risk and expense.

Labelling and Packaging

1. The ordered Equipment shall be packed and marked in a proper manner and in accordance with the Council’s instructions, where given, and any statutory requirements and any requirements of the carriers. In particular the ordered Equipment shall be marked with the contract number (or other reference number if appropriate) and the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings.

Installation

1. Unless otherwise indicated in the Order Form, the charges shall include the cost of installing the Equipment to ensure that the ordered Equipment is fit for purpose for use by the Council.

23.1.1.1.The Contractor shall carry out the installation in good workmanship manner and in accordance with any applicable good industry practice.

23.1.1.2.The Contractor shall make no delivery of materials, equipment or other things nor commence any work on the Council’s Premises without obtaining prior Approval.

23.1.1.3.Access to the Council’s Premises shall not be exclusive to the Contractor but shall be limited to such Staff and Contractor’s suppliers as are necessary to enable the performance of the Agreement concurrently with the execution of work by others. The Contractor shall co-operate with such others as the Council may reasonably require.

23.1.1.4.Where any access to the Council’s Premises is necessary in connection with delivery or installation, the Contractor and the Contractor’s Staff and suppliers shall at all times comply with the reasonable requirements of the Council’s security procedures as notified to the Contractor from time to time.

23.1.1.5.The Council shall have the right at any time during the progress of the Contract to require the Contractor to remove from the Council’s Premises of any materials which in the opinion of the Council are either hazardous, noxious or not in accordance with this Agreement.

23.1.1.6.The Contractor shall ensure that the ordered Equipment is safe and without risk to health when installed and properly used.

23.1.1.7.On completion of the installation works the Contractor shall remove the Contractor’s plant, equipment and unused materials and shall clear away from the Council’s Premises all rubbish and leave the Council’s Premises in a neat and tidy condition.

Training

1. Unless otherwise indicated in the Order Form, the Price shall include the cost of instruction of the Council’s personnel in the use and maintenance of the Equipment, such instruction to be in accordance with the training specified in the Order Form.

Provision and Removal of Equipment

1. Unless otherwise stated in the Order Form, the Contractor shall provide all the Equipment necessary for the supply of the Services.
2. The Contractor shall not deliver any Equipment nor begin any work on the Premises without obtaining prior Approval from the Customer.
3. All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Council shall have no liability for any loss of or damage to any Equipment unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the Council’s own actions or omissions. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Contractor.
4. The Contractor shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition.
5. The Contractor shall, at the Customer’s written request, at its own expense and as soon as reasonably practicable:
6. remove from the Premises any Equipment which in the reasonable opinion of the Council is either hazardous, noxious or not in accordance with the Contract; and
7. replace such item with a suitable substitute item of Equipment.
8. On completion of the Services, the Contractor shall remove the Equipment together with any other materials used by the Contractor to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff.

Access to the Premises