SCHEDULE 1: KEY PROVISIONS
12. Purchase Orders
12.1 The Authority or Purchasing Authority (as the case may be) shall issue a Purchase Order to the Supplier in respect of any Goods to be supplied to the Authority or Purchasing Authority (as the case may be) under this Contract. The Supplier shall comply with the terms of such Purchase Order as a term of this Contract. For the avoidance of doubt, any actions or work undertaken by the Supplier under this Contract prior to the receipt of a Purchase Order covering the relevant Goods shall be undertaken at the Supplier’s risk and expense and the Supplier shall only be entitled to invoice for Goods covered by a valid Purchase Order.
SCHEDULE 2: GENERAL TERMS AND CONDITIONS
9. Price and payment
9.1 The Contract Price shall be calculated as set out in the Commercial Schedule.
9.2 Unless otherwise stated in the Commercial Schedule the Contract Price:
9.2.1 shall remain fixed during the Term; and
9.2.2 is the entire price payable by the Authority to the Supplier in respect of the provision of the Goods and includes, without limitation:
(i) packaging, packing materials, addressing, labelling, loading, delivery to and unloading at the delivery location, the cost of any import or export licences, all appropriate taxes (excluding VAT), duties and tariffs, any expenses arising from import and export administration, any installation costs and associated works, the costs of all associated documentation and information supplied or made accessible to the Authority in any media, and any training in relation to the use, storage, handling or operation of the Goods;
(ii) any royalties, licence fees or similar expenses in respect of the making, use or exercise by the Supplier of any Intellectual Property Rights for the purposes of performing this Contract, and any licence rights granted to the Authority in accordance with Clause 11 of this Schedule 2; and
(iii) costs and expenses in relation to supplies and materials used by the Supplier or any third party in the manufacture of the Goods, and any other costs incurred by the Supplier in association with the manufacture, supply or installation of the Goods.
9.8 The Supplier shall pay to the Authority any service credits and/or other sums and/or deductions (to include, without limitation, deductions relating to a reduction in the Contract Price) that may become due in accordance with the provisions of Clause 24.6 of Schedule 1 and the Commercial Schedule. For the avoidance of doubt, the Authority may invoice the Supplier for such sums or deductions at any time in the event that they have not automatically been credited to the Authority in accordance with the provisions of Clause 24.6 of Schedule 1 and the Commercial Schedule. Such invoice shall be paid by the Supplier within 30 days of the date of such invoice.
SCHEDULE 6: COMMERCIAL SCHEDULE
1. Payment for Goods
1.1 Subject always to the Supplier’s compliance with the terms of this Contract, the Authority shall:
1.1.1 by the end of the first Quarter, pay the Supplier 25% of the Contract Price less the value of Purchasing Authority purchases in the first Quarter; and
1.1.2 by the end of each subsequent Quarter, pay the Supplier 25% of the Contract Price, less the value of:
(i) Purchasing Authority purchases in the applicable Quarter, and
(ii) any deductions for Service Credits due for the applicable Quarter/s.
- the value of Purchasing Authority purchases is calculated in accordance with Clause 2.3 of this Schedule 6; and;
- the value of any deductions for Service Credits due under this Contract is calculated in accordance with Schedule 10.
2. Purchasing Authority Purchases
2.1 Purchasing Authorities may, from time to time, purchase the Goods from the Supplier (or via their respective supply route) at the Invoice Price.
2.2 Changes to the Invoice Price (if any) will be undertaken accordance with the Change Control Process set out in Schedule 11.
2.3 The value of Goods purchased by Purchasing Authorities each Quarter will be calculated as follows:
- Number of packs of Goods supplied for the applicable Quarter x the Invoice Price
2.4 The quantity of Goods supplied to Purchasing Authorities shall be determined and verified by reference to the information to be provided by the Parties to one another as set out in Annex B of Schedule 10.
3. Extension of the Contract Term
3.1 Notwithstanding any extension of the Term in accordance with Clause 15.2 of Schedule 2, the Contract Price shall in no circumstances exceed:
(i) ten (10) million pounds sterling; or
(ii) [insert bid price] whichever is the lower.
4.1 The Supplier’s shall invoice the Authority within 30 days of the end of each Quarter in printed and electronic form in any format reasonably requested by the Authority.
4.2 The invoices referred to in 4.1 of this Schedule 6:
4.2.1 shall be for a sum equal to 25% of the Contract Price less
(i) the value of any Purchasing Authority purchases in the applicable Quarter,
(ii) the value of any deductions for Service Credits due under this Contract for applicable Quarter/s.
Each invoice shall be supported by such information and be addressed to such individual as the Authority may inform the Supplier from time to time, including (but not limited to) the following information:
(i) 25% of the Contract Price
(ii) Purchasing Authority purchases
(iii) Service Credits
4.3 Without prejudice to Clause 9.7 of Schedule 2, where the quantity of Goods supplied to Purchasing Authorities cannot been agreed within 30 days of the end of each Quarter, the Supplier may submit an invoice in respect of the quantity of Goods supplied to Purchasing Authorities that is undisputed.
4.4 The Supplier shall invoice the Purchasing Authorities in respect of the Goods supplied in compliance with this Contract in accordance with the terms of the Purchase Orders issued by the Purchasing Authorities.
5. Quarterly Reconciliation Report
5.1 Following the end of each Quarter, the Authority shall provide a Quarterly Reconciliation Report (QRR) to the Supplier.
5.2 The QRR shall set out, as appropriate, for each Quarter and each Contract Year (as the case may be):
a) The Contract Price payable to the Supplier;
b) The income received by the Supplier from Purchasing Authority purchases;
c) The value of any Service Credits due for the applicable Quarter/s;
d) The quantum of any sum owed by one party to the other.
SCHEDULE 10: PERFORMANCE LEVELS AND PERFORMANCE CREDITS
3. Performance Levels and Key Performance Levels
3.1 Not Used
3.2 Performance Levels: Table 1, Annex A to this Schedule sets out the required Performance Levels for various aspects of this Contract.
3.3 Warranty: The Supplier warrants and undertakes that each report provided by the Supplier pursuant to (i) clause 24.3 of this Contract and (ii) Annex B of this Schedule 10 will be accurate in all material respects.
3.4 Performance Bands: Measured performance shall fall into three colour–coded bands, the colour coding of which is designed to help identify problem areas for management attention. Satisfactory performance will be categorised as “Green Level” and a failure to deliver an element of the Performance Requirements will be classified as either “Amber Level or Red Level” depending on the degree of failure.
3.5 Performance Credits: Performance Credits will be calculated and redeemable as set out at Clause 6 below.
6. Calculation of Performance Credits
6.1 Application of Performance Credits: The parties agree that:
i. Performance Credits are to be calculated on a Quarterly basis save for Performance Level number 2 (as specified in Table 1, Annex A to this Schedule), in respect of which Performance Credits are to be calculated on a monthly basis.
ii. Performance Failure Points, as specified in Table 1, Annex A to this Schedule 10, will accrue for each Red Level status or Amber Level status achieved in a previous Performance Period.
6.2 Amount of Performance Credit: Further:
i. a Red Level status will be applied to the Supplier’s performance against any Performance Level which, calculated as an average over the relevant Performance Period, has been Amber Level for two or more consecutive Performance Periods.
ii. the number of Performance Failure Points accrued by the Supplier during the relevant period shall be totalled for all of the Performance Levels to arrive at the number of points for the Performance Period. The total number of Performance Failure Points shall be converted into a monetary figure.
6.3 Value attributable to Performance Failure Points: Each Performance Failure Point shall be worth 0.001 of the Contract Price.
6.4 Redemption of Performance Credits: Performance Credits shall be redeemed in accordance with the procedure set out in clause 24.6 of Schedule 1 of this Contract.
6.5 Double Counting: To the extent that the same event triggers Performance Credits under Performance Levels 3 and 4 or 5, 6 or 7, the Authority will only claim the largest Performance Credit.
6.6 Authority right to waive: Without having any obligation or creating any expectation that it will do so, the Authority may from time to time waive any entitlement to Performance Credits. To be valid, any such waiver shall be in writing expressly referring to the Performance Credits that have accrued.