DRAFT
NON-EXCLUSIVE
FRAMEWORK AGREEMENT NO. 46000XXXX
Inflatable Oil Containment booms and Floatable Pillow tanks
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 33 and appendices 1A-E - 6.
Contents
Clause 1 Object and Prices of Framework Agreement ........................................................ 4
Clause 2 Ordering ................................................................................................................ 5
Clause 3 Technical Specifications ....................................................................................... 6
Clause 4 Quality Assurance................................................................................................. 6
Clause 5 Test Plan .............................................................................................................. 7
Clause 6 Terms of Delivery .................................................................................................. 8
Clause 7 Place of Delivery ................................................................................................... 9
Clause 8 Terms of Payment ................................................................................................ 9
Clause 9 Delay in Delivery ................................................................................................. 11
Clause 10 Warranty ........................................................................................................... 14
Clause 11 NATO Codification ............................................................................................ 15
Clause 12 Sub-Contractors................................................................................................ 17
Clause 13 Documentation.................................................................................................. 17
Clause 14 Spare Parts ....................................................................................................... 18
Clause 15 Modifications ..................................................................................................... 19
Clause 16 Child Labour ..................................................................................................... 20
Clause 17 Compensation and Insurance ........................................................................... 20
Clause 18 Termination ....................................................................................................... 20
Clause 19 Security ............................................................................................................. 22
Clause 20 Most-favoured Customer Clause ...................................................................... 23
Clause 21 Amendments/Addenda ..................................................................................... 23
Clause 22 Public Announcement ....................................................................................... 23
Clause 23 Intellectual Property Rights ............................................................................... 23
Clause 24 Secrecy ............................................................................................................. 24
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Clause 25 Transfer of the Framework Agreement ............................................................. 24
Clause 26 Authority of PURCHASER's Personnel............................................................. 24
Clause 27 Disagreements, Disputes and Governing Law .................................................. 24
Clause 28 Framework Agreement Language .................................................................... 25
Clause 29 Priority .............................................................................................................. 25
Clause 30 Headings .......................................................................................................... 26
Clause 31 Notices .............................................................................................................. 26
Clause 32 Original Copies ................................................................................................. 26
Clause 33 Duration ............................................................................................................ 26
Appendices:
Enclosure 1A,1B,2,3A and 3B: Compliance Matricies
Enclosure 2: Non-technical Requirement Specification/Notice F – Chapter VI
Enclosure 3: Price Adjustment Terms
Enclosure 4: Sample of Certificate of Conformity
Enclosure 5: NATO Codification and implementation information
Enclosure 6: List for NATO Codification purposes
Enclosure 7: Quality Plan
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Clause 1 Object and Prices of Framework Agreement
1.1. This Framework Agreement between CONTRACTOR and PURCHASER covers:
-
1 A. Coastal Inflatable oil containment booms – freeboard/draft 400/600
mm
-
1 B. Hydraulically driven oil boom reels
-
1 C.Necessary equipment for connecting oil booms as well as handling
and lifting oil boom and reel.
-
2 A. Ocean Inflatable oil containment booms – freeboard/draft 600/1100
mm
-
3A Floatable Pillow tank
-
3B Hydraulically driven reel for the pillow tank
Item No.
1A
1B
1C
2
3A
3B
Description
Coastal Inflatable oil containment booms –
freeboard/draft 400/600 mm
Hydraulically driven oil boom reels for 1 A boom
Necessary equipment for connecting oil booms as
well as handling and lifting oil boom and reel for 1 A
boom
Ocean Inflatable oil containment booms –
freeboard/draft 600/1100 mm
Unit Price
Floatable Pillow tank
Hydraulically driven reel for the pillow tank
-
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
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Item No.
1A
Description
Quantity
Coastal Inflatable oil containment
booms – freeboard/draft 400/600 mm
Hydraulically driven oil boom reels for 1
A boom
Necessary equipment for connecting oil
booms as well as handling and lifting oil
boom and reel for 1 A boom
Floatable Pillow tank
1B
2
3A
3B
Hydraulically driven reel for the pillow
tank
Total Price
6
12
7
12
3
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 2011, which are to be adjusted according to the provisions stated in
Enclosure 4: 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
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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: Technical Requirements
Specification.
Clause 4 Quality Assurance
4.1. Quality Management
4.1.1. CONTRACTOR shall, for the work and supplies covered by this Framework
Agreement, document and maintain a system for quality management. The system shall
meet the requirements of NATO Allied Quality Assurance Publication, AQAP-2130
NATO QUALITY ASSURANCE REQUIREMENTS FOR INSPECTION AND TEST or
ISO 9001:2008 with complement of the following NATO requirements:

PURCHASER quality assurance representative has the right to inspect and
monitor preparation and production which may include documentation from
contractor, subcontractor and/or third party, wherever work related to this
contract is performed.

Repair or acceptance by dispensation of nonconforming materiel can only take
place with written acceptance from the PURCHASER quality assurance
representative.

CONTRACTOR shall establish and maintain a Configuration Management
System stipulated in Enclosure 7: Quality Plan.

The Quality Management System shall be acceptable to PURCHASER
authorised representative, who shall have the right to inspect and supervise the
system.

CONTRACTOR shall pass down the applicable Framework Agreement
requirements to subcontractor by referencing the stated Framework Agreement
requirements, including AQAP 2130 or ISO 9001:2008 with complement of
above NATO requirements. It is the Contractor’s responsibility to ensure that
the procedures and processes required to fulfil the requirements of this
Framework Agreement are fully implemented at the Subcontractor’s facilities.
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4.1.2. When PURCHASER decides that Quality Assurance performed by a National
Quality Assurance Authority (NQAA) is necessary at CONTRACTOR or a Subcontractors facilities and the location is a NATO country, PURCHASER may delegate the
task to the Government Quality Assurance Representative (GQAR) in that country in
accordance with STANAG 4107. The GQAR shall in all aspects relating to this contract
be regarded and treated as PURCHASER personnel.
4.1.3. The GQAR shall not be entitled to undertake any obligations on behalf of
PURCHASER, including - but not limited to - acceptance of any work, tests or supplies
which may entail additional costs on PURCHASER or which alters any of the obligations
in the present Framework Agreement with appendices.
4.1.4. Inspection of the Quality Management System shall not exempt CONTRACTOR
from any obligations or any responsibility contained in this contract, nor shall any
omission of inspection entail any limitations in PURCHASER rights.
4.1.5. CONTRACTOR shall for the work and supplies covered by this Framework
Agreement issue a Quality Plan, Configuration Plan, and Test Plans in accordance with
Enclosure 7: Quality Plan.
4.1.6. In the event CONTRACTOR fails to prepare the above mentioned plans (cf. 4.1.5)
in accordance with Enclosure 8: Quality Assurance to verify that the Oil booms and
Reels adhere to the requirement specification then PURCHASER may at the expense of
the CONTRACTOR have such plans prepared by a third party discretionarily selected by
the PURCHASER.
4.1.7. All Quality Records shall be retained by CONTRACTOR for a period of minimum 5
(five) years after the last delivery under this Framework Agreement.
4.2. Quality Plan
4.2.1. CONTRACTOR shall issue a Quality Plan for the supplies covered by this
Framework Agreement in accordance with Enclosure 7: Quality Plan. CONTRACTOR
shall, as part of the Quality Plan, issue a Risk Plan. The plan shall include Risk
Identification, Risk Analysis, Risk Control and Risk Mitigation. The planning shall start
with risk identification during a Framework Agreement review and shall be updated
thereafter in a timely manner.
4.3. Configuration Management Plan
4.3.1. The contractor shall be responsible for the establishment and implementation of,
within his organisation, the requirements for configuration management required by
PURCHASER. The responsibilities and procedures shall be documented in a
Configuration Management Plan in accordance with Enclosure 7: Quality Plan, which
shall be subject to review and approval by PURCHASER.
Clause 5 Test Plan
5.1. The CONTRACTOR shall prepare a Test Management Plan. The plan shall define
the parameters to be tested, method of testing, accept/reject criteria, and define the
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individual tests and sequence of tests. The Plan shall include First Article Inspection and
a Production Test Program in accordance with Enclosure 7: Quality Plan.
5.2. The Test Management Plan shall be subject to PURCHASER approval not later than
1 (one) month prior to the first delivery.
5.3 FAT, HAT and SAT will be held for the first deliveries of each variant. The following
systems must only undergo FAT and HAT. DALO is in due time to be informed by any
testing
Clause 6 Terms of Delivery
6.1. Delivery of the equipment shall take place as follows:
6 coastal and 12 reels, 7 ocean and 12 pillow tanks and 3 reels for the pillow
tanks – to be delivered (after signing of the Framework Agreement) no later
than 20.December 2011 in Danish Defence Supply Agency, Boeslunde Byvej
76, 4242 Boeslunde, Denmark.

All supplemental documentation should be delivered no later than 31. December
2011 for the initial acquisition.

Codification information shall be delivered prior to the delivery of any equipment.
6.2. Packing/Packing List/Marking
6.2.1. The Packing List shall contain the following information:
a) Framework Agreement number.
b) The item number(s) and description as stated in Enclosure 3: Delivery Description.
c) The number of packages and their weight.
6.2.2. Two copies of the Packing List are required as follows:
a) One copy shall be packed with the equipment.
b) One copy shall be securely fastened to the outside of the packing.
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6.2.3. 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 7.1.
6.2.4. Certificate of Conformity (and Test Certificates) issued in accordance with
Enclosure 5: Sample of Certificate of Conformity shall be attached to the Packing List
packed with the equipment as per clause 6.2.3 above.
6.2.5. Consignment Note, Bill of Lading or Air Waybill, as applicable, and the Proforma
Invoice shall make reference to DALO VAT No. DK16287180.
6.2.6. Each packing unit shall be marked with bar codes in accordance with UCC/EAN
128 as indicated below. Each of the below mentioned information shall be contained in
separate bar codes and shall be written in alpha-numeric text below the bar code. The
height of each bar code shall be at least 6 mm, and the thickness of the bars 3 dots.
Order/Framework Agreement no. (Al:400)
NATO Stock Number (Al:700)
CONTRACTOR part number (Al: 01/02)
Batch/LOT Number (Al:10)
Production date (Al:11)
Clause 7 Place of Delivery
7.1. The equipment mentioned in clause 1.1 shall be delivered DDP (Incoterms 2000) to:
Danish Defence Supply Agency
Boeslunde Byvej 76
4242 Boeslunde
Denmark
with reference made to Framework Agreement No. 460000XXXX.
7.2. Delivery of the documentation mentioned in Clause 13 shall be addressed to:
Danish Defence Acquisition and Logistics Organization
Lautrupbjerg 1-5
2750 Ballerup
Denmark
Clause 8 Terms of Payment
8.1. 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 6 and Clause 7 above.
b) DALO receipt of correct invoice in triplicate in accordance with the provisions of
Clause 8.2 below.
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c) Signing of Certificate of Conformity (CoC) in accordance with Enclosure 4.
8.2. Invoices
8.2.1. The invoices (foreign companies only) shall reference to the Framework
Agreement No. and the item numbers, as well as DALO VAT No. DK16287180.
8.2.2. 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.
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8.2.3. 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.
8.2.4. 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.
8.2.5. 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.
8.2.6. 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.
8.2.7. Payment of an invoice shall be deemed to have taken place when the amount
invoiced has been remitted by PURCHASER.
Clause 9 Delay in Delivery
9.1. 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.
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9.2. Penalty
9.2.1. CONTRACTOR undertakes to pay a penalty corresponding to 0,25 % 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 20 % of the purchase order.
9.2.2. 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.
9.2.3. PURCHASER shall have the right, without legal proceedings, to deduct the
penalty in any payments to be made by him to CONTRACTOR.
9.2.4. 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.
9.2.5. 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 17
9.3. Force Majeure
9.3.1. Subject to clause 9.3.4, 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.
9.3.2. 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.
9.3.3. 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.
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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.
9.3.4. If (i) the delivery of PRODUCTS is temporarily prevented due to Force Majeure
events and (ii) notice has been given under clause 9.3.2, 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).
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9.4. Termination for Delay in Delivery
9.4.1. 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.
9.4.2. 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.
9.4.3. 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 9.2.1or for loss and damage,
according to Clause 9.2.5. Loss and damages will be calculated in accordance with
clause 17.2
Clause 10 Warranty
10.1. Product warranty
10.1.1. 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.
10.1.2. The equipment shall be warranted for a period of 12 months from the date of
CONTRACTOR's successful completion of the delivery under the Framework
Agreement, confer also with Clause 6
10.2. 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.
10.3. If defects in equipment cf. Clause 10.1.1 are found within the period of time agreed
in Clause 10.1.2, and these may be characterised as systematic defects cf. Clause
10.13, 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.
10.4. 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.
10.5. For specific parts or component repaired/replaced in accordance with the above
warranty provisions, a new warranty period of 12 (twelve) 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 defect. If new
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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 10.12.
10.6. 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.
10.7. CONTRACTOR undertakes to correct any errors or omissions in any printed or
digital format documentation supplied as part of the prefabricated course documentation
packages, cf. Enclosure 2: Non-technical Requirements Specification, during the
warranty period.
10.8. CONTRACTOR must plan scheduled repair periods together with PURCHASER in
order to minimize the impact of this on personnel using the units.
10.9. Time for warranty repairs may not exceed five (5) calendar weeks. The repair time
is calculated from the time of reception at CONTRACTOR to the time of shipment from
CONTRACTOR.
10.10. PURCHASER shall inform CONTRACTOR of any defect as soon as possible
after its discovery.
10.11. 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.
10.12. 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.
10.13. 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.
10.14. The warranty shall not in any way be prejudiced by inspection, quality control or
acceptance of the deliverable.
Clause 11 NATO Codification
11.1. 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
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as items of supply and spare parts. The information is to be supplied the codification
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.
11.2. 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.
11.3. 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 20 % of the purchase order.
11.4. 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.
11.5. CONTRACTOR undertakes to incorporate the above stipulation in contracts with
sub-contractors.
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Clause 12 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 Contract, 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 13 Documentation
13.1. CONTRACTOR shall deliver 2 sets of the documentation specified in the
Compliance Matrix 1A, 1B and 1C and the Framework Agreement in hard copy as well
as electronically (incl. design - and production drawings) based on the specifications
specified in attached drawings and descriptions for approval by DALO.
13.2. The manuals the CONTRACTOR shall prepare and deliver must specify how to
operate and maintain the equipment.
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13.3. 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.
13.4. 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.
13.5. CONTRACTOR agrees to the codification authority having the right to copy and
use the information for codification purposes, without additional payment.
Clause 14 Spare Parts
14.1. 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.
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14.2. 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.
14.3. At the end of the 5 (five) year period mentioned in Clause 14.2 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.
14.4. In case the CONTRACTOR fails to fulfil the obligations undertaken by him pursuant
to Clauses 14.2 and 14.3 above, the CONTRACTOR shall hold PURCHASER
indemnified for any additional costs incurred by PURCHASER in having these
obligations fulfilled elsewhere.
Clause 15 Modifications
15.1. 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.
15.2. 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.
15.3. 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.
15.4. 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 21 below.
15.5. 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
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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 16 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 17 Compensation and Insurance
17.1. 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.
17.2. 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.
17.3. 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 18 Termination
18.1. For CONTRACTOR's Default
18.1.1. 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 9.2.
18.1.2. In the event that PURCHASER terminates this Framework Agreement in whole
or in part in accordance with his rights stipulated in Clause 18.1.1 . 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
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costs for such replacement items, provided that PURCHASER shall use his best
endeavours to mitigate such costs.
18.1.3. If this Framework Agreement is terminated under the conditions of Clause 18.1.1
above, CONTRACTOR is obligated and PURCHASER has the right, in addition to any
other rights provided in Clause 18, 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 27 below.
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18.2. For PURCHASER's Convenience
18.2.1. 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.
18.2.2. After receipt of notice of termination, cf. 18.2.1, 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 18.2, 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.
18.2.3. In the event of failure of CONTRACTOR and PURCHASER to agree as provided
for in Clause 18.2.2 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 27 below.
18.3. For Failure of Basic Assumptions
18.3.1. 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 19 Security
19.1. 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.
19.2. 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 19.1 above.
19.3. 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.
19.4. Failure by CONTRACTOR or CONTRACTOR's sub-contractors to observe the
security regulations referred to in Clause 19.1 above shall be deemed to be a breach of
this Framework Agreement. In addition CONTRACTOR may be liable to criminal
proceedings.
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Clause 20 Most-favoured Customer Clause
20.1. 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 21 Amendments/Addenda
21.1. 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.
21.2. 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.
21.3. Verbal agreements shall only be valid if subsequently confirmed in writing by both
parties.
Clause 22 Public Announcement
22.1. 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 23 Intellectual Property Rights
23.1. CONTRACTOR guarantees that he holds all patents, licenses and other intellectual
property rights required to fulfil his obligations under this Framework Agreement.
23.2. 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.
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23.3. 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.
23.4. 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 24 Secrecy
24.1. 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.
24.2. 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 25 Transfer of the Framework Agreement
25.1. This Framework Agreement cannot be transferred to any other party without the
prior written consent of PURCHASER.
Clause 26 Authority of PURCHASER's Personnel
26.1. During the performance of this Framework Agreement CONTRACTOR shall only
accept written instructions from PURCHASER or his duly authorized representative(s).
Clause 27 Disagreements, Disputes and Governing Law
27.1. 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.
27.2. 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).
27.3. The place of arbitration shall be:
Copenhagen,
Denmark
27.4. The number of arbitrators shall be 3.
27.5. The language of the arbitration shall be Danish or English.
27.6. 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
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appointed an arbitrator within 30 days of having requested or received notice of the
arbitration, such arbitrator shall be appointed by the Institute.
27.7. 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 28 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 29 Priority
29.1. The provisions of this Framework Agreement shall supersede any other
correspondence exchanged by PURCHASER and CONTRACTOR on this matter.
29.2. 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.)
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Clause 30 Headings
30.1. 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 31 Notices
31.1. Unless otherwise stated in this Framework Agreement any notice to the served
pursuant to this Framework Agreement shall be sent by mail or by letter.
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
Clause 32 Original Copies
32.1. This Framework Agreement with integral Appendices is issued in 2 original copies,
one of which is left with CONTRACTOR and one with PURCHASER.
Clause 33 Duration
33.1. This Framework Agreement expires 31.12.2015
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Date: __________
Date: __________
For DANISH DEFENCE ACQUISITION
AND LOGISTICS ORGANIZATION
For
____________________________
Witness:
_____________________________
Framework Agreement No. XXXX
_____________________________
Witness:
_____________________________
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