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Invitation to TenderOur Ref: T356

Date: 13/07/11

Dear Sirs,

Invitation to Tenderto Supply

AV Equipment to E15

You are invited to respond in competition with others to provide the equipment/services specified above to the University of Essex.

The following documents are enclosed and must be, where applicable, completed and signed on behalf of the tenderer. We recommend that you photocopy a set of the documents for your records.

Document A Instructions and Information

Document B University of Essex: A Brief Introduction

Document C Specification

Document D Tender questions for project evaluation

Document E Form of Offer

Document F Terms & Conditions

Document G Certificate of Bona Fide offer

The University believes that the enclosed information should be easy to follow and has sufficient guides and comments to assist applicants with their submission.

However, if you wish to discuss any aspect of this document including further information (from what is detailed in Document A) on how best to respond, then please email [email protected]. Due to the internal system in handling questions or responses, use of any other e-mail address other than the details above, without prior approval may be disregarded. Any responses that are incomplete, or received after the time indicated within the Indicative Timetable in Document A may be disregarded.

All other applicants will be informed of any questions and replies relating to the document within the timescale shown within the Indicative Timetable in Document A. Please complete the box below with your preferred Contacts.

Please note that only one bid is permitted per organisation. We will accept the last submission in the event of multiple bids being submitted. We reserve the right not to award on this framework at all.

If for any reason your Organisation does not wish to respond on this occasion, then please complete the Decline to Tender section in Document A. Please note that this cannot be forwarded to another contractor as their submission would not be accepted.

Kind regardsKelly McCainProcurement FrontrunnerUniversity of Essex

Bidders Details (important)(Please complete for communication during PQQ and/or ITT stage)

Organisation Personnel Name Job Title Telephone No e-mail address

1 | P a g eCentral Purchasing Unit, Estate Management Section

University of Essex, Wivenhoe Park, Colchester, Essex CO4 3SQ

mailto:[email protected]


Document A Instructions and information

1. Instructions for completion of document2. Information of Tender Schedule3. Information on Award Stage (ITT) Criterion4. Information on Tender Evaluation and scoring5. Instructions for submission of bid6. Decline to Tender

1. Instructions for completion of documentThis document is designed to be completed electronically. You are required to mark boxes, insert information or submit additional supporting evidence in response to the questions herein shown in Document D. The text boxes should expand as you add text, if there is insufficient space for your response please attach a separate document clearly marked with:

Name of your Company Reference number and project description (Detailed on Page 1 of this document) Number of the question to which it relates. (Detailed below in 3. of Document A)

In the absence of the above, important information may not be considered for any documents which have not been clearly marked how/where the information applies to support your bid and may affect your scoring. If any of the core questions relating to experience and financial stability, have no apparent response, then we will have no option but to mark these as 0 (zero). This would eliminate your bid from the process. Naturally we will consider any exceptional circumstance that may exist which does not conflict with the EU regulations and the transparency and fairness of the process. Non core questions, which could be quality related would not cause elimination.

For projects involving the supply of manufactured goods, we would encourage the submission of a PowerPoint presentation with a slide showing a picture and specification for each product to be supplied. This provides clarity when assessing the tender and it also minimises the need to see paper catalogues and use multiple paper print outs for the Tender Panel. Each slide should contain a header with the information requested as per the above bullet points.

Please answer the questions specifically for your company, NOT for the group if you are part of a group of companies. Please note the term “Company” refers to: Sole proprietor, partnership, incorporated company, co-operative, or voluntary organisation as appropriate.

2. Information of Tender ScheduleThe timetable below is also indicative and as such the University also reserves the right to change the dates shown where reasonably required to do so.

Under The Freedom of Information Act the University may be required to disclose some or all of the information provided which is of interest to the public domain.

Indicative TimetableAction Date Time (hr)

1 Documents sent out 13/07/11

2 Deadline for any queries 14/07/113 Replies to queries raised 15/07/114 Documents to be returned 18/07/11 12noon

5 Award of contract (on or before) W/C 18/07/11

6 Commencement of services W/C 18/07/11

7 Completion Date End July 2011




3. Criterion Table

The criterion below covers the main areas for the Tender stage and we will endeavour to weight those areas which apply to specific goods/services.

Criterion to check most economically advantageous tender (MEAT). Weight

T1 Project Proposal Technical Merit, aesthetics, assistance etc 35

T2 After Sales Service Service Level Agreements, availability etc 5

T3 Delivery period Lead times 20

T4 Environmental Consideration Efficiencies, carbon reduction, environmental aspects. 5

T5 Cost Total life cycle costs 35

100%




4. Tender Evaluation and scoring informationa. Minimum Standards

Scores above 50% in each section are recommended as the minimum standard required. Scores below this may be eliminated especially in core areas.

b. Scoring methods used during evaluation

Scoring the advertised percentage weightings All information is reviewed and each aspect is scored using the following ‘marks out of 10’ key

Scoring KeyNo Response Match to specification0 Absent/very poor response Absent information or inadequate/too poor for consideration1-4 Very poor-poor response Does not / barely meets requirements5-6 Average-good response Will meet ‘basic’ requirements7 Good response Will meet ‘all’ requirements8 Good response As 7 but ‘some’ additional value9 Very good response As 7 but ‘significant’ added value10 Excellent response As 7 but ‘exceptional’ added value above all expectation

The above illustrates why a score below 5 represents a failure to meet the criteria and correlates with the minimum 50% standard.

Calculation:

Depending on the weighting stated, the score is multiplied to reach the score for that section. ie: Quality 20% weighting and score is 7 (out of 10) ‘will meet user requirements’ will be calculated 7 x 2 = 14. If the applicant scored 10 ‘excellent’, then the calculation would be 10 x 2 = full 20% achieved for that section.Therefore, in simple terms should the information score 10 in each category, the score is able to reach 100%, whereas by meeting all requirements in each category a score of 7 would offer a final pass mark of 70%. This is a simplistic view where in reality the mixed scoring reveals the highest scoring applicant.

c. Tender Evaluation methods

The University uses an Evaluation Panel which in all normal circumstances consists of University stakeholders. On some occasions, external stakeholders may also be included on the panel and for some larger projects we may use external consultants. Apart from the mandatory Evaluation Panel, we list some of the following examples of additional methods we may use to evaluate the bids although not exhaustive, so for an example, the panel may score most of a paper submission initially but finalise and complete the scoring after one / some of the following :-

1. Presentation2. Interview3. Mock projects / models to assess4. Site Visits5. Sample products6. Supplementary information for further clarification

The University does not bind itself to accept the lowest or any Tender, and reserves the right to accept part only of a Tender. Therefore on some occasions we may not award an advertised Tender at all.

The Tender Evaluation Panel has not been finalised at present. Bidders can if they wish enquire whom is on the panel.




d. Scoring cost percentage

We still use the same key above to score the costs, but the calculation is different as follows.

1. Lowest bid is scored against keya. If the bid matches the stated budget / expected cost the score is 7b. If the bid exceeds the budget the score will be below 7 and calculated on the difference between the

above and the actual as a percentage. The same method applies for under budget bids2. The scores are multiplied by the weighting given. ie: Cost 40% & Score 7 would be 7 x 4 = 28% out of possible

40% available. If the next bid is 10% higher in cost, it would be scored 10% lower and attract a score of 6.3, so calculated as 6.3 x 4 = 25% out of 40% available.

Sample price calculation score table (example budget is £100’000 for simplicity)Score 3 4 5 6 7 8 9 10 10+

| | | | | | | | Check bid robustness, ie: abnormally low? Cost £ < min 128k 114k 100k 86k 72k 58k

Therefore it is expected that normal standard pricing will attract a score between 5-8 points in the majority of instances, otherwise the pricing would be too high to consider or subject to an abnormally low interrogation.

We may offer additional marks dependent on complete cost package including minimisation of any disbursement costs, good payment terms and value added aspects. Each submission would be scored on its own merit. Therefore a bid under budget attracting an initial score of 8 may obtain top marks for value added features, long payment terms and zero disbursements. Whereas a bid over budget and attracting a low score may be topped up with extra marks for value added features, long payment terms and low disbursements costs. Bids may also be deducted marks for lack of all relevant costs within the bid and poor terms. Therefore in all instances it is possible to reach the range between 0-10 points on the cost scoring and bidders are fairly marked in accordance with the quality of their bid and benefits or not.

a. Basic example:

Budget for machine is £175’000, Tender submitted exceeds all specifications and has many other future benefits, fit for purpose quality and is the lowest bid but over budget. Typical scoring could be:-

Weighting Score out 10 Sum Final Score

Specification 40% 10 4 x 10 40%Quality 30% 7 3 x 7 21%

Cost 30% 6 3 x 6 18%Final Score: 79%

Should the bidder offer an additional cost benefit of a 10% reimbursement of costs after a year for no call outs and stage payments over 3 months then we may offer an additional mark to the cost stage to change the scoring as follows:-

Weighting Score out 10 Sum Final Score

Specification 40% 10 4 x 10 40%Quality 30% 7 3 x 7 21%

Cost 30% 6 3 x (6 + 1) 21%Final Score: 82%




5. Instructions for submission of bid

For many advertised projects, we can receive a large response of expressions of interest. We have compiled the following guide for bidders to allow us to handle the important information offered in the most efficient and effective way.

Document Formats recommended

We strongly recommend the use of the following format and the suchlike as these are the most in use throughout the University.

Microsoft Word Microsoft Excel Microsoft PowerPoint Adobe PDF

** Important **We must only receive documents consisting as 1. The original University Form 2. Attachments in a single PDF or Word Document, clearly labelled what section information apply to. In some instances 3. A PowerPoint presentation.

Document Formats not recommended

These types of formats often create a large administrative burden to assess and link up per bidder so do not present a stable basis for transfer of information.

Web page links Outlook format Documents within documents Own Tender submission (replacing our forms)

Submission methods

For electronic bids with attachments to the original University document, could we please request that the file is packed using WinZip, and labelled “[File No - shown at top of this document] [your Company name]” so it may look like T459 Smith Architect.

Then please use only one of the following methods available to send the Zip file to us by the date shown in Action 4 of the Indicative Timetable in Document A. These are listed in order of preference:-

1. Drop box facility. The University has created a facility for handling submissions upto 100Mb as per the following link: https://dropbox.essex.ac.uk/ for uploading, Dropbox will send us a download link automatically if you type in [email protected] when prompted. We reserve the right to reject the submission if the link fails unless caused by the University.

2. File sharing websites. For extremely large submissions, or an as alternative applicants can 3rd party providers by registering on a file sharing websites (egg: www.yousendit.com). Yousendit will send us a download link automatically if you type in [email protected] when prompted. We reserve the right to reject the submission if the link fails.

3. E-mail. CPU’s e-mail address is [email protected]. (Please note that submissions must not exceed 5Mb)

4. Courier/Post. We will accept delivered submissions either on a memory stick, DVD or other secure media or as a last resort a paper submission if any of the above is not suitable providing it is received at the date and time stipulated. For paper submission, please use a folder with labelled tabs to indicate relevant sections.

Only submissions in accordance with the University’s Terms and Conditions will be considered.

Responders should ensure that their submissions are clear and concise and are advised that any approaches to the University following the opening of them could lead to disqualification.





http://www.yousendit.com/


https://dropbox.essex.ac.uk/


6. Decline to Tender

If you are unable to tender on this occasion, please complete the section below and e-mail just this section to [email protected] or fax to 01206 872943.

Tender No & title

Company Name

Address

Street

Town

County

Post Code

Reason for withdrawal from process:

Too many commitments at present

Unable to meet deadlines on Tender

Our market Sector but unable to conform to Tender specification

Project too large

Project too smallUniversity document too complicated (we would appreciate feedback in ‘general comments’)Not our market sector

Unable to / prefer not to disclose reason

Other reason (please specify)

General Comments:

Name

Title

Thank you for your feedback, we always take steps to make improvements to our process where possible.





Document B A Brief Introduction The University of Essex, based at Wivenhoe Park, Colchester, received its Royal Charter in 1965. It is one of the UK's leading academic institutions and has an international reputation for the quality of its research and teaching. The University has 18 departments spanning the Humanities, Social Sciences and Science and Engineering.

There are around more than 10,000 students at the University, 26% of these within the Graduate School. The University is an international community with students from more than 142 countries. In recent assessments Essex has regularly ranked among the top ten UK universities for the quality of its research.

The University is an institution of advanced scholarship, research, teaching and training. It is dedicated to international excellence and rigour in the creation and communication of knowledge, skills and ideas, for the wealth, health and wellbeing of society at home and abroad.

The University of Essex is a university of the highest international standing, mindful of its strong commitment to the Eastern region. The aims and the vision statement can be found at: www.essex.ac.uk/strategy/vision/

For more details see the latest annual review at http://www.essex.ac.uk/review/

The University of Essex is a member of the SUPC (Southern Universities Purchasing Consortium).

University of Essex policy statement on equality and diversity 2007

The University of Essex recognises the value of diversity and is committed to equality of opportunity within the University. It therefore aims to create the conditions whereby students and staff are treated with dignity and respect and solely on the basis of their merits, abilities and potential, regardless of, race, ethnic or national origin, gender, gender identity, sexual orientation, disability, age, socio-economic background, family circumstances, religious or political beliefs and affiliations or other irrelevant distinction.

[2010]




Document C Specification

The University of Essex are looking for the supply of additional audio-visual equipment for their East 15 Acting School. The equipment is required to be delivered and invoiced by the end of July 2011.

A full specification of the required equipment can be found in the attatchment “Appendix 1 – Product List”.

East 15 request that the goods supplied are exactly as specified. Students will be using the equipment for independent filmmaking, and are likely to use the same equipment for several years upon graduation. Hence, we strongly recommend that you supply yhe equipment as specified or an exact equivalent.

Where alternative goods are being offered we request that, where possible, you outline why the specified equipment cannot be provided, and how the alternatives are fit for the purpose proposed.




Document D Award criteria (please refer to criterion table on Page 3 of this document)

T1. Project ProposalPlease describe how you would meet or indeed exceed the specification in Document C, as written by the End User.

Apart from meeting all the requirements you may wish to suggest options and alternatives or find ways to add value, especially where unforeseen circumstances may apply that even the End User may not have predicted within the specification.

High scores may be awarded for Bidders which show that they really understand the requirement and offer clearly defined solutions of high technical merit in not only meeting the need but identifying and offering a robust solution managing the potential risks involved in supplying the goods and / or service.

Proposal and its ability to meet overall specification in Document C




T2. After Sales ServicePlease outline your procedures for after sales care. This may include the handling of warranty/guarantee issues defining what may qualify for an on-site repair and the decision process for off-site repair and at what stage replacement units are offered. Timescales and good detail may achieve high scores dependent on content. A detailed Service Level Agreement may achieve some of the highest scoring too. The information must be relevant to what will actually be offered as part of this tender and not what could be offered. Please ignore any fields that may be irrelevant.

Short Comments

On site repair available Yes No

Own mobile engineers Yes No Please specify locality

Loan Units offered in case of off site repair Yes No

Replacement offered in case of delay to repair (>48hrs) Yes No

Supplier pays all courier / transport costs for warranty items Yes No

Dedicated Customer Service Phone Line Yes No Please specify times

Detailed information on above or in event above does not apply:




T3. Delivery / Timescales

Are you able to guarantee delivery / installation / training milestones, where applicable?

Comment below – please complete the lead time table too in case of multiple deliveries of goods or multi stage project

Lead Time Table (in case of multiple deliveries)

Desc Qty: Delivery Date: to





The inclusion of a Gantt Chart with good detail may assist some projects and offer a high scoring opportunity and any indication that the delivery date can be met.




T4. Environmental Considerations

Please outline your proposal for waste management and end of life disposal, detailing handling, whether you collect and dismantle for recycling or resale or use landfill. Good policies and procedures with consideration to the environment will achieve a high score. Any awards mentioned or recognitions as well may achieve top marks especially if it includes any residual value / reselling options. For some Tenders, we appreciate that this may be restricted to being aware of your own Environmental Policy and how you reduce waste etc internally.

Bidders response




Document E Form of Offer

T5 Cost description (Total acquisition cost)

Main costs of solution

Item Description: Details £ +vat

Item Description:Details £ +vat









Main costs: Sub Total £ +vat

Maintenance / Support (where applicable)

Year 1 Comments: £ +vat





Maintenance & Support : Sub Total £ +vat

Other costs for delivering solution

Description: £ +vat*




Other costs : Sub Total £ +vat*

Total acquisition costs to deliver solution £ +vat*




Pricing

Please advise period of which offer will remain open from the tender return date

Offers remain open for:

We increase prices every and use the index or following method to increase price:

Payment Details

Payment expected days from delivery of goods/invoice

Added ValueTenderers should provide details of any associated added value features/services available to the University under the terms of this Contract. (Attach separate document if needed)

Please note that all the information above will be considered as part of the scoring process. Good information may add score to initial score for price.




Document F Terms & Conditions

Important NoteBy submitting a tender response you are also agreeing to the following Terms & Conditions being incorporated as part of your bid. Therefore we are unable to accept any alternative Terms & Conditions after the submission as they may infringe on the bid itself and the scoring it has received. (ie: Using new T&Cs which limit liability may provide an unfair advantage in allowing a lower cost over other bidders)

All contracts between the Seller and the Buyer shall be subject to these Terms and Conditions indicated below and any other special terms and conditions of contract as agreed between the parties.

1 Definitions 1.1 ‘Amendment’ shall mean any variation to the contract confirmed by an Order carrying the words ‘Purchase

Order Amendment Number ........’1.2 ‘Authorised Signature’ shall mean the signature of the person that is either named or whose status is shown on

the face of an Order.1.3 ‘Buyer’ shall mean the University of Essex or any wholly owned or associated subsidiary of the University of

Essex as stated on an Order.1.4 ‘Contract’ shall mean the Order, any other conditions or documents referred to in the Order and these Terms

and Conditions, and the Seller’s subsequent acceptance thereof.1.5 ‘Goods’ means all matter articles or things which are the subject of an Order. 1.6 ‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related

rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including 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.

1.7 ‘Order’ shall mean the Buyer’s authorised purchase order form, which details the instruction to the Seller.1.8 ‘Packaging’ includes bags cases carboys cylinder drum pallets tank wagons and other `containers.1.9 ‘Seller’ shall mean the person, firm, or company to whom an Order is issued.1.10 ‘Services’ means the services to be provided by the Seller as set out in the Order. 1.11 ‘Service Standards’ means exercise of the degree of professional integrity, skill and care which would be

expected from a skilled and experienced person undertaking the same or similar obligations under the same or similar circumstances and any particular standards set out in the Contract.

1.12 ‘VAT’ means value added tax chargeable under English law for the time being and any similar sales tax.1.13 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking

account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

2 Application 2.1 These Terms and Conditions apply in preference to and supersede any other terms and conditions referred to

offered or relied on by the Seller at any stage.2.2 When the Contract contains other terms and conditions and conflict occurs the order of precedence shall be:-

2.2.1 the terms and conditions on the face of the Order (of highest priority);2.2.2 the terms and conditions in any attachments to the Order;2.2.3 the terms and conditions in any associated tender or quotation documents; and2.2.4 these Terms and Conditions (of lowest priority).

3 Formal Acceptance Of Orders 3.1 To be valid all orders must be placed on an Order bearing the Buyer’s order number and Authorised Signature. 3.2 The Buyer reserves the right to refuse payment for any Services or Goods not ordered on an Order.




4 Prices and payment 4.1 Unless specifically agreed between the parties and subject to clause 4.3, all prices and costs shall be fixed for

the first 12 months of the Contract and shall be inclusive of carriage packaging and certification (where required) but exclusive of any duty or VAT.

4.2 Subject to condition 4.1, the Seller shall be required to provide a minimum of one month's written notice of any proposed increase in price and shall be required to submit documentary evidence to support any proposed increase to the satisfaction of the Buyer. Any such proposed increases shall have no effect until accepted by the Buyer in writing.

4.3 The Seller shall pass onto the Buyer the benefit of lower prices as a consequence of any decreases in costs.4.4 The Buyer reserves the right to benchmark the Seller’s pricing, quality and performance throughout the

Contract, against equivalent products and services. In the event that a cheaper source is available, the Seller shall be afforded the opportunity to reduce its prices to match the cheaper source. If the Seller is unable to match the cheaper source the Buyer reserves the right to remove the relevant items from the Contract or to terminate the Contract.

4.5 Provided the Goods and/or Services have been received and comply with the Contract payment shall be made by BACS (unless otherwise agreed) within 30 days of receipt of the relevant invoice provided that the invoice is dated no earlier than the actual date of delivery of the goods and/or services.

4.6 VAT where applicable must be shown separately on all invoices.4.7 Payment may be delayed but no prompt payment discount shall be forfeited by the Buyer if the Seller fails to

mark the Buyer’s order number on the consignment package packing notes invoices monthly statements and all other correspondence.

4.8 Any payment made shall be without prejudice to the Buyer’s rights should the Goods or Services prove unsatisfactory or not in accordance with the Contract.

5 Additional Services / Products 5.1 The Buyer during the Contract Period may request that items/services, similar and relevant to this Contract be

added to the Contract.5.2 The Seller shall be afforded the opportunity to quote for such items, however, the Buyer reserves the right to

source the products from an alternative Seller should the Buyer deem the prices quoted by the Seller to be uncompetitive.

6 Quality and performance 6.1 The Seller shall meet, and time is of the essence as to, any delivery times specified by the Buyer.6.2 The Goods supplied will be new and of good construction sound materially of adequate strength, free of

defects in design materials and workmanship and shall comply with any specification or description given by the Seller.

6.3 The Buyer reserves the right to reject any Goods or Services which are defective or which are otherwise not in accordance with the requirements of the Contract.

6.4 The Services provided under the Contract shall comply with the Service Standards and any specification or description given by the Seller.

7 Excess Quantities 7.1 Unless previously authorised in writing no quantity of Goods or Services in excess of that specified in the Order

will be paid for. excess Goods or Services will always be at the Seller’s risk and may at any time be returned to the Seller at its risk and expense.




8 Confidentiality 8.1 The terms of any Orders and any drawings designs and technical data provided by the Buyer to the Seller are

to be treated as confidential and shall be used only for the purpose of the performance of this Contract and shall not be reproduced in whole or in part for any other purpose. They shall be returnable to the Buyer on demand.

8.2 The Seller shall treat as confidential all information (whether written or otherwise) supplied by the Buyer and shall use his best endeavours to ensure that such information is not divulged to any third party except where necessary for the purpose of performance by the Seller of this Contract and in such cases subject to any such third parties first undertaking a similar obligation of confidentiality. This obligation does not apply to information which at the time of disclosure is in the public domain or in the Seller’s lawful possession without restriction on disclosure.

8.3 All drawings designs and technical data provided by the Buyer shall remain the property of the Buyer and any patentable inventions design rights or copyright pertaining to the Goods or Services shall be the property of the Buyer and the Seller shall if called upon by the Buyer so as to assign or take such steps as are necessary to have assigned to the Buyer any such rights.

8.4 The Buyer shall have the free right to reproduce and use and authorise others to reproduce and use any drawings technical information and documents improvements and modifications (whether originating wholly or partly with the Seller or its sub-Sellers) relating to the Services or the Goods (or their manufacture or assembly or the assembly of them) or use them in compiling spare parts manuals of the Goods or the Services.

8.5 Neither party shall without the written consent of the other (the giving of which consent shall be at the sole discretion of that party) advertise, publicly announce or provide to any other person information relating to the existence or details of the Contract or use the other party’s name in any format for any promotion, publicity, marketing or advertising purpose.

8.6 The obligations relating to confidentiality shall continue notwithstanding termination of the Contract.

9 Warranty 9.1 Without prejudice to any rights that the Buyer may have the Seller shall make good free of charge any defect

in the Goods or Services which may occur within 12 months of first use. 9.2 The Seller shall ensure that the Goods supplied shall be available (and electro-mechanically compatible spares

to effect repairs are also available where applicable) for the period shown on the face of the Order or (if none) for a period of seven years from the date of the Order.

9.3 The Seller must ensure that adequate instruction is given to ensure proper use and storage requirements and that the life expectancy of any item in storage and in use is notified to the Buyer. The benefit of this warranty together with any other warranty made by the Seller or on his behalf or as may be implied by law shall pass to the Buyer its successors assigns and all persons to whom the Goods or articles or other goods incorporating the same may pass or be resold.

10 Assignment & Sub-Contracting 10.1 The Seller shall not assign or contract any of its rights or duties under the Contract without the prior written

authority of the Buyer. 10.2 Where permission is given the Seller shall remain responsible for the performance of the Contract and for

ensuring that any assignee complies with the requirements hereof. When requested by the Buyer a copy of any sub-contract detail will be provided at no charge.




11 Termination 11.1 The Buyer shall be entitled to terminate the Contract or any part thereof and/or claim reimbursement for all

losses and expenses suffered in the event that:11.1.1 the performance of the Seller’s obligations under the Contract is delayed, hindered or prevented

by circumstances beyond the Seller’s reasonable control (including, without limitation, such circumstances as are set out in condition 18) for a period in excess of 30 days;

11.1.2 the Seller fails to deliver Goods and Services strictly in accordance with the terms of the Order;11.1.3 the Seller fails to make progress with the Order so as to jeopardise the purpose of the Order and,

having been given a reasonable period to rectify the situation, fails to do so;11.1.4 the Seller commits any material breach of any of the terms of the Contract and that breach (if

capable of remedy) is not remedied within 7 days after notice being given requiring it to be remedied;

11.1.5 the Seller becomes bankrupt or insolvent or has a receiving order made against it or compounds with its creditors or being a corporation commences to be wound up or if the Seller attempts to carry on its business under a receiver for the benefit of any of its creditors or suffers any analogous event in consequence of debt; or

11.1.6 there is a change of control of the Seller.11.2 The Buyer may at any time terminate the Contract without liability to the Seller and shall give twenty-eight

days’ notice in writing to the Seller of such intention.

12 Packaging Delivery & Marking 12.1 All Goods must be adequately protected against damage and deterioration in transit and delivered carriage

paid. Any information related to the handling and storage of Goods upon receipt is to be clearly marked on the packaging and accompanying paperwork. The Goods shall be at the Seller’s risk until delivered to the Buyer at the point specified in the Order unless the Buyer otherwise agrees in writing. Unless otherwise provided in the Order the Seller shall be considered responsible for the collection and disposal of all returnable packaging at no cost to the Buyer. In the absence of any intimation to the contrary any packing boxing or crating is non-chargeable and non-returnable. Unless the Goods are proprietary goods of the Seller’s design intended for sale generally the Seller shall not without the Buyer’s prior written consent mark the Goods with any trademark name or device whatsoever but shall mark them as required by the Buyer.

13 Intellectual Property Rights

13.1 The Seller hereby assigns to the Buyer, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the Goods and the products of the Services.

13.2 The Seller hereby waives all moral rights in respect of the Goods or Services to which it may now or at any time in the future be entitled.

13.3 The Seller shall, promptly at the Buyer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Buyer may from time to time require for the purpose of securing for the Buyer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to the Buyer in accordance with condition 13.1.

13.4 Where development forms part of the Order, the ownership of any invention design or copyright arising from such development shall be transferred forthwith to the Buyer and the Seller shall co-operate in any measure necessary to make such transfer effective as soon as any such right arises.




14 Indemnity 14.1 The Seller will keep the Buyer indemnified in respect of all claims and all losses or liabilities, costs, proceedings,

damages and expenses awarded against, or incurred or paid by, the Buyer as a result or in connection with:14.1.1 any alleged or actual infringement of any third party’s intellectual property rights arising out of

the supply or use of the Goods, the Services or the products of the Services;14.1.2 any claim made against the Buyer in respect of any liability, loss, damage, injury, cost or expense

sustained by the Buyer’s employees or agents or other third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services or the Goods or arises as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Seller; or

14.1.3 any loss or damage of whatsoever kind caused to the Buyer in connection with or relating to the provision of the Services or Goods arising as a consequence of any negligent act or omission or any breach of the Contract by the Seller.

14.2 The provisions of this condition 14 shall survive termination or expiry of the Contract, however arising.

15 Insurance 15.1 Unless otherwise agreed in writing between the Seller and the Buyer the Seller shall maintain for the duration

of the Contract Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim.

15.2 On the Buyer’s request, the Seller shall provide the Buyer with copies of such policies and written proof that the premiums due have been paid.

16 Property And Risk 16.1 Property and risk in the Goods shall pass to the Buyer at the time of delivery provided that such passing shall

not prejudice either the Buyer’s right to reject for non-conformity with specification or any other rights that the Buyer may have under the Contract provided that where advance or progress payments are made title but not risk shall pass to the Buyer as soon as items are allocated to the Order. All items so allocated shall be adequately marked and recorded as being the property of the Buyer.

17 Acceptance 17.1 In the case of Goods delivered by the Seller not conforming with the Contract, the Buyer shall have the right to

reject such Goods within a reasonable time of their delivery and to purchase equivalent goods elsewhere without prejudice to any other right which the Buyer may have against the Seller. Before exercising the said right to purchase elsewhere the Buyer shall give the Seller reasonable opportunity to replace rejected goods with goods which conform to the Order. Where the Buyer receives goods as unexamined the Buyers right (subsequently) to reject them if they do not comply with the specification or claim for shortage shall not be prejudiced. When goods are rejected they will be returned at the Seller’s risk and expense. The making of a payment shall not prejudice the Buyer’s right of rejection.




18 Force majeure 18.1 For the purpose of the Contract the term Force Majeure shall mean:

a) war and other hostilities (whether war be declared or not) invasion, terrorist activity, act of foreign enemies, mobilisation, requisition or embargo;

b) Rebellion, revolution, insurrection, military or usurped power or civil war;

c) Riot, commotion or disorder except where solely restricted to employees of the Seller or its agents or sub-contractors;

d) Earthquake, flood, fire or other natural physical disasters except to the extent that any such disaster is caused by, or its effects contributed to by, the party claiming force majeure.

e) A general industrial dispute not limited to the employees of the Seller or the employees of any of its agents or sub-contractors.

18.2 If either party considers that any circumstance of Force Majeure has occurred which may affect materially the performance of its obligations then he shall forthwith notify the other in writing to that effect giving full details of the circumstances giving rise to the Force Majeure event.

18.3 Neither party shall be considered to be in default of its obligation under the Contract to the extent that it can establish that the performance of such obligations is prevented by any circumstance of Force Majeure which arises after the date of the Contract and which was not foreseeable at the date of the Contract. In the event that under such circumstances the Contract has not been performed for a period exceeding two months or it appears impossible or unlikely that the whole or a substantial part of the Contract shall be capable of performance for a period exceeding two months, then the non-defaulting party may elect to terminate the Contract upon two weeks written notice without any liability on that party.

18.4 The Seller shall be liable for, and shall not be excused non-performance of the Contract due to, any performance or non-performance by its employees, sub-contractors or agents.

19 Inspection By The Buyer 19.1 The Buyer reserves the right to inspect any production process of the Seller or any goods acquired by the Seller

for the purpose of the Order or the Goods prior to despatch from the Seller’s premises or in the case of Services the works performed prior to completion but such inspection shall not be construed in any way as acceptance of the said Goods or Services and neither inspection nor failure to inspect shall relieve the Seller of any responsibility or liability with respect to the Goods and Services and before despatching the Goods the Seller shall carefully inspect and test in compliance with the requirements of the Contract.

19.2 Any Goods or Services which fail to pass the Buyer’s inspection will be liable to rejection at the Seller’s risk and must be replaced or reperformed by the Seller forthwith or as may otherwise be agreed without further charge.

20 Legislation 20.1 Information may be disclosed by either the Buyer or the Seller pursuant to a statutory, legal or parliamentary

obligation placed on the party under the Freedom of Information Act 2000 or any subordinate legislation made under that Act or under the Environmental Information Regulations 2004. Before any information pertinent to the Contract is so disclosed the owner of the information shall first notify the other party.

20.2 The Seller and the Buyer shall comply with the Data Protection Act 1998, the regulations made thereunder and any statutory amendments or re-enactments made thereof regarding the performance of the Contract.

20.3 The Seller shall comply with its responsibilities under the Race Relations Act 1976 (as amended by the Race Relation (Amendment) Act 2000, the Race Relations 1976 (Amendment) Regulations 2003 and other relevant statutory amendments) to eliminate unlawful racial discrimination, promote equal opportunities and promote good relations between people of different racial groups.




21 General

21.1 The Seller shall not alter any of the Goods or Services except as directed in writing by the Buyer. The Buyer shall have the right from time to time during the execution of the Contract by Amendment to the Order to direct the Seller to add to or omit or otherwise vary the Goods or Services and the Seller shall carry out such variations and be bound by the same conditions so far as applicable as though the said variations were stated in the Contract.

21.2 No clause, sub-clause or their relevant parts in this Contract may be held to be unenforceable or void except for the judgement of a court of competent jurisdiction. Should any clause, sub-clause or part thereof be so held to be unenforceable or void the remaining clauses, sub-clauses and their relevant parts shall remain in full force and effect to the extent that they are capable of remaining operative having taken account of the said court’s judgement.

21.3 Nothing in the Contract is intended to, or shall operate to, create an employment relationship, or to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

21.4 All Goods and Services and their production and delivery will comply with all relevant legislation and all reasonable health, safety and environmental instructions and site rules of the Buyer.

21.5 The Contract does not create any rights or benefits enforceable by any person not a party to it (within the meaning of The Contracts (Rights of Third Parties) Act 1999).

21.6 The construction validity and performance of the Contract shall be governed by the Law of England and subject to the exclusive jurisdiction of the English courts.

Version June 2009

Unreserved AcceptanceWe can confirm our unreserved acceptance of the Terms & Conditions above as part of our bid:

Name:

Signature: (Please note an electronic signature is binding)

Organisation:

Date:

Acceptance, subject to the following changesWe can confirm our acceptance of the Terms & Conditions above as part of our bid but this is subject to final agreement of the following changes mentioned below. We are aware that these may affect our scoring within the tender where there is a benefit over other bidders.

Name:

Signature: (Please note an electronic signature is binding)

Organisation:

Date:

Changes requested

Clause No: Details:

Clause No: Details:

Clause No: Details:

Clause No: Details:

Clause No: Details:




Document G Certificate of Bona Fide Offer

We certify that this offer is made in good faith, and that we have not fixed or adjusted the amount of the offer by or under or in accordance with any agreement of arrangement with any other person. We also certify that we have not, and we undertake that we will not:

1 Until the contract has been made:communicate to any person other than the person inviting these offers the amount or approximate amount of the offer or proposed offer, except where the disclosure, in confidence, of the approximate amount of the offer was necessary to obtain insurance quotations required for the preparation of the offer;enter into any agreement with any other person that he shall refrain from making an offer or as to the amount of any offer to be submitted;

pay, give or offer or agree to pay or to give any sum of money or other valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any offer or proposed offer for the goods/services any act or thing of the sort described in 1 a) or 1 b) above.

We acknowledge that if we acted or shall act in contravention of this certificate, the University will be entitled to cancel the contract and to recover from ourselves the amount of any loss and expense resulting from such cancellation.

I state that everything in this tender submission is truthful, that if found to be untruthful the University can terminate any contract between the University and the company formed on the basis of this tender, and we will pay to the University any loss or expenses the University suffers as a result of such untruthfulness, whether a contract is entered into or not.

In this certificate, the word “person” includes any persons and any body or association, corporate or unincorporated; “any agreement or arrangement” includes any transaction, formal or informal, and whether legally binding or not.

Signed

Print Name

On behalf of

Date

Please note: a name added in an electronic document is functionally equivalent to a signature.

