Northern Lighthouse Board
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QUOTATION FOR THE PROVISION OF: SOLAR MODULES
REF: ENMA/MODU/1124
SCHEDULE OF REQUIREMENT & PRICING
If you have downloaded this quotation from our Buyer Profile can you please register
your interest with Ruth Millan, Commercial Co-ordinator, by emailing
procurement@nlb.org.uk this will ensure that you are provided with any subsequent
clarification information.
You may wish to read GLA’s Procurement Guide and a copy can be found on our
buyer profile http://nlb.g2b.info under the Buyer Profile/Other Information headings.
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Northern Lighthouse Board
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Quotation Information
Introduction
This ITQ sets out the information required by NLB in order to assess the suitability of
Potential Providers in terms of their technical knowledge and experience,
capability/capacity and organisational standing to meet the requirement.
Please be aware, NLB may request to visit your premises, or undertake any appropriate
action required as part of the tender evaluation and you may also be asked to attend an
interview and make a formal presentation to the our project team.
No information contained in this ITQ, or in any communication made between NLB and any
Potential Provider in connection with this ITQ, shall be relied upon as constituting a
contract, agreement or representation that any contract shall be offered in accordance with
this ITQ. NLB reserves the right, subject to the appropriate procurement regulations, to
change without notice the basis of, or the procedures for, the competitive tendering process
or to terminate the process at any time. Under no circumstances shall NLB incur any
liability in respect of this ITQ or any supporting documentation.
Direct or indirect canvassing of any NLB Commissioners, NLB staff, public sector employee
or agent by any potential bidder concerning this requirement, or any attempt to procure
information from any NLB Commissioner, NLB Staff, public sector employee or agent
concerning this ITQ may result in the disqualification of the Potential Provider from
consideration for this requirement.
All information contained within this invitation to quote (ITQ) will be used to inform NLB’s
project team relating to this project alone.
Potential providers are advised to answer all questions. Therefore it is in your interest to
ensure that your submission is complete at the time of sending. You may provide additional
information, if relevant, with your ITQ submission.
Tenders must be explicit and comprehensive in their responses to invitation to quote and
are advised neither to make any assumptions about their past or current supplier
relationships with the GLAs nor to assume that such prior business relationships will be
taken into account in the evaluation procedure. Submitted tenders will be evaluated solely
on the evaluation criteria detailed.
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Northern Lighthouse Board
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Background Information
The Commissioners of Northern Lighthouses – operating as the Northern Lighthouse Board
(NLB) and the Corporation of Trinity House (England, Wales, Channel Islands and
Gibraltar) together with the Commissioners of Irish Lights (the whole of Ireland - are the
General Lighthouse Authorities (GLAs) with responsibility, subject to certain provisions, for
the superintendence and management of “all lighthouses, buoys and beacons” throughout
their respective geographical areas including “the adjacent seas and islands....” within and
beyond territorial waters. In all, the GLAs provide some 1,200 traditional aids
complemented by a mix of radio navigation aids for the safety of all mariners engaged in
general navigation irrespective of who pays for the service, the size or type of the vessel,
her equipment fit, the competence of her crew, or her flag.
Through an agreement with the Government of the Irish Republic the three GLAs provide
an integrated network of Aids to Navigation around the British Isles. This discharges both
the United Kingdom and Irish Governments’ obligation under the International Maritime
Organization’s Safety of Life at Sea Convention.
The costs of the GLA’s services are met from the General Lighthouse Fund (GLF). The
income to the GLF comes mostly from light dues which are charged on commercial
shipping at United Kingdom and Republic of Ireland ports. There is no provision for
Exchequer funding except in the Republic of Ireland and in relation to guarantees under the
GLAs’ borrowing powers. The Secretary of State for Transport has a duty to ensure the
effective management of the GLF and enable the adequate provision of aids to navigation
at the minimum cost.
The Northern Lighthouse Board carries out the functions of the Commissioners of Northern
Lighthouses who are constituted in terms of, and are given certain powers and duties by,
Part VIII of and Schedules 8 and 9 to the Merchant Shipping Act 1995. The subject matter
of that Act is a reserved matter under Section 30 of and Schedule 5 to the Scotland Act
1998 and in terms of Section 29 of the Scotland Act 1998. The Board's affairs will continue
to be subject to legislation passed by the United Kingdom Parliament. Ministerial
responsibility will remain with the Department for Transport.
Under Section 193 of the Merchant Shipping Act 1995 NLB is the GLA for Scotland and
adjacent seas and islands and the Isle of Man, and under Section 195 is vested with the
responsibility for the superintendence and management of all lighthouses, buoys and
beacons. Our Head Office is at 84 George Street, Edinburgh, EH2 3DA. We have a
waterfront operating base in Oban on Scotland’s West Coast and it supports our ships and
buoy maintenance work; and provides facilities for helicopters. We have smaller business
premises in the Northern Isles.
The efficiency of our Aids to Navigation are measured against international standards set
by the International Association of Marine Aids to Navigation and Lighthouse Authorities
(IALA). IALA is a non profit, non governmental international technical association. IALA’s
aim is to harmonize aids to navigation worldwide and to ensure that the movements of
vessels are safe, expeditious, cost effective and harmless to the environment.
Within its area of jurisdiction as a General Lighthouse Authority, NLB has various powers and
responsibilities in connection with the provision, maintenance, alteration, inspection and
control of lighthouses, buoys and beacons, under Section 197 of the 1995 Act as amended.
NLB also has Wreck Removal powers under Section 253 of the Act.
For further information please see our website: www.nlb.org.uk
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Northern Lighthouse Board
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Point of Contact
All enquiries must be addressed to Ruth Millan at the address shown below and must be
submitted in writing or by email. Tenderers should be aware that it will be the intention of
NLB to circulate in writing to all interested parties all queries and enquiries received
together with our response. The source of the question will not be disclosed and all
Tenderers will be treated with confidentiality.
Ruth Millan
Commercial Co-ordinator
Northern Lighthouse Board
84 George Street
Edinburgh
EH2 3DA
Email: procurement@nlb.org.uk
Standard Office Hours
Our standard hours are 8.45am to 5.10pm, Monday to Friday, excluding Public Holidays.
We operate a flexible working hours system.
Our terms and conditions for the purchase of goods shall apply to any contract agreed, a
copy is enclosed.
The closing date for receipt of quotation is no later than 12.00hrs on Tuesday 7 April 2015.
Delivery
Delivery will be free of charge to Northern Lighthouse Board, Gallanach Road, Oban, Argyll,
PA34 4LS.
You should note that NLB may seek amplifying information from Tenderers or from third
parties in amplification of any part of the submission.
Requirement
The Northern Lighthouse Board has a requirement for the supply of Photovoltaic solar
modules.
Full details of our requirements are detailed on page 5 - 9 of this document.
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Northern Lighthouse Board
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Specification and Pricing
25 off - 711 x 711mm Photovoltaic Solar Modules
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Northern Lighthouse Board
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Northern Lighthouse Board
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10 off – 559 x 559mm Photovoltaic Solar Modules
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Northern Lighthouse Board
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Northern Lighthouse Board
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Please complete the following schedule. Please ensure the pricing provided details all
costs that may be associated with this contract. NLB will not be liable for any costs that are
not identified within your submission.
Pricing Schedule
Quantity
Description
Price, each £
Excluding VAT
25
711 x 711mm Photovoltaic Solar Modules
As per Mech sheet 837 on pages 5 & 6
Please state the output power in watts
10
559 x 559mm Photovoltaic Solar Modules
As per Mech sheet 838 on pages 7 & 8
Please state the output power in watts
Comments
Delivery Timescales
Total
Timetable
Issue of the Invitation to Quote
Quote return deadline
Award of contract
24 March 2015
7 April 2015
April 2015
Award Criteria - The award criteria (and weighting) are detailed below:Project Costs and all quotation documents returned (40%)
Criteria
Project Costs
Acceptance of NLB`s Terms and Conditions of Contract
Declaration that quotation is a Bona Fide competitive quote (signed) Page
14 & 15
Form of Quotation (signed) Pages 16 & 17
Specification (60%)
Criteria
Provision of Photovoltaic Solar Modules (as described on page 5 - 9)
Delivery time
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Weighting
40
Yes/No
Yes/No
Yes/No
Weighting
50
10
Northern Lighthouse Board
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Contract Pricing*
This contract will have fixed costs for each item. The price will remain fixed for a minimum
period of 120 days from the return of quotation.
Suppliers are requested to provide a pricing matrix giving full details of their proposals
including their fee, the rates paid to sub-contractors and any alternative pricing methods for
consideration. Please ensure the pricing provided details all costs that may be associated
with this contract, NLB will not be liable for any costs that are not identified within your
Quote submission.
Any quantities referred to within this quotation document will be indicative and official
order(s) will be issued for requirements
Sub-Contractors and Assignment
The Contractor shall not sub-contract or transfer, assign, charge, or otherwise dispose of
the Contract or any part of it without the prior written consent of the Northern Lighthouse
Board. Where the Contractor enters into a contract with a supplier or sub-contractor for the
purpose of performing the Contract or any part of it, he shall cause a term to be included in
such contract which requires payment to be made by the Contractor to the supplier or subcontractor within a period not exceeding 30 days from receipt of a valid invoice as defined
by the contract requirements. The Northern lighthouse Board reserves the right to ask for
information about payment performance and will provide a facility for subcontractors to
report poor performance to the Northern Lighthouse Board and the Office of Government
Commerce.
Termination
NLB reserves the right to terminate the contract by giving the Contractor no less than 30
days written notice.
Sub-Contractors
Principal Contractors may wish to sub-contract parts of this contract. You are free to choose
your sub-contractors but must advise NLB of all sub-contractors in writing and in advance of
their sub-contract offer, NLB reserves the right to approve all sub-contractors in advance
and sub-contractors cannot attend any NLB site without our prior approval. This will not
relieve the Principal Contractor of any obligation or duty under the contract
Contact Details
Please provide the following with your quotation submission:
 Details of your nominated person for this contract include cover for absence of any
personnel.
 Pricing proposals covering the goods, clearly indicating of what is being offered and
any additional goods offered
 Delivery timescales.
 Any other applicable information or alternative offers.
 Any further information you deem relevant, any qualification of quotation or other
supporting details.
 Clear notification of any of the areas of our requirements that cannot be provided.
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Northern Lighthouse Board
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Company Information
Please provide a brief company history which details where you are located, number of
employee, range of services provided etc. Please note that some of this information is
being used not just for this quotation exercise but as part of an annual survey return to the
DTI on the level of procurement activity across central government with Small and Medium
Enterprises.
Contractor’s Conduct
Contractors including their staff, sub-contractors and others associated with the Contractor
shall conduct themselves in an appropriate manner whilst on any NLB site. A good
neighbour approach must to taken to ensure that there is minimum disruption to the locality,
others working and neighbours of the site. NLB will investigate all complaints received and
take appropriate action.
Confidentiality
Contractor’s personnel must be aware that any information seen or heard whilst in the
course of their duties is strictly confidential and must not be disclosed to any other party. A
breach of confidentiality will result in a breach of contract, with the potential implication of
early termination of the contract.
Providing Quotations
NLB will not be liable for any costs associated with submitting a quote or participation with
this exercise.
Alternatives
Delivery of alternatives is not acceptable without obtaining advanced express written
permission of NLB. Alternatives not agreed will not be accepted and must be uplifted within
three (3) working days or will be returned to the Contractor at cost.
Product Range Development
The Contractor(s) must keep NLB advised of all technological advances applicable to their
product range and items within this contract.
Gifts, Hospitality and Bribery
Tenderers and Contractors shall not offer or give, or agree, to give, to any employee or
representative of the Northern Lighthouse Board any gift or consideration of any kind as an
inducement or reward for doing or regaining from doing or for having done or refrained from
doing, any act in relation to the obtaining or execution of this or any other contract with the
Northern Lighthouse Board or for showing or refraining from showing favour or disfavour to
any person in relation to this or any such Contract. Your attention is drawn to the criminal
offences created by the Public Bodies Corrupt Practices Act 1889 and the Prevention
of Corruption Acts 1906 and 1916 and The Bribery Act 2010 as amended from time to
time.
Bribery and Corruption
NLB has a zero-tolerance of bribery and corruption. NLB`s Anti-Bribery policy extends to all
business dealings and transactions and these both have a wide interpretation across all
functions. NLB`s Anti-Bribery policy must be complied with, without exception
NLB’s Intellectual Property
NLB’s names and logos are protected by Community Trade Marks. Tenderers and
Contractors must not infringement NLB’s Intellectual Property Rights by using these without
NLB’s written approval and assignation.
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Northern Lighthouse Board
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Publicity
Publicity in relation to participation with this tender exercise is not permitted in any form.
Similarly any publicity (irrespective of the form including TV, Radio, Press etc) by the
successful Contractor(s) must be with NLB express written permission approving each and
every instance in advance. NLB reserves the right to refuse publicity, edit or suggest
alternatives to the Contractor’s proposals.
Freedom of Information Act 2000 Statement
The Northern Lighthouse Board is a public authority in terms of the Freedom of Information
Act 2000 and is under a duty to disclose information relating to all contracts it enters into
with third parties with the exception of information of which the disclosure (a) would
constitute an actionable breach of confidence owed to the party providing the information;
or (b) would be likely to prejudice the commercial interests of the party providing the
information. This also applies to information supplied to us during the pre-qualification
process. Our scheme for disclosing information is available from our website at
www.nlb.org.uk
In respect of any information submitted by a Potential Provider that it considers being
commercially sensitive the Potential Provider should:
1. clearly identify such information as commercially sensitive;
2. explain the potential implications of disclosure of such information; and
3. provide an estimate of the period of time during which the Potential Provider believes
that such information will remain commercially sensitive.
Please submit responses to 1, 2 or 3 as an Annex with the completed ITQ
Where a Potential Provider identifies information as commercially sensitive, NLB will
endeavour to maintain confidentiality. Potential Providers should note, however, that, even
where information is identified as commercially sensitive, NLB might be required to disclose
such information in accordance with the FoIA. Accordingly, NLB cannot guarantee that any
information marked ‘commercially sensitive’ will not be disclosed.
Transparency
To help achieve greater transparency across its operations the Prime Minister has set out
the following requirement “all new central government contracts are to be published in full
from January 2011”. This mandatory requirement applies to all contracts over £10,000 and
shall apply to any contract established as part of this tender exercise. Please be aware
that only commercially sensitive information, which is exempt from disclosure in accordance
with the Freedom of Information Act 2000 (FOIA) can be exempt or redacted and this will
be determined at the absolute discretion of NLB.
It is in your interest, to provide a response with you tender submission where you believe
there is commercially sensitive information, which is exempt from disclosure, as outlined
above and in the Freedom of Information Act 2000 paragraph above. If you do not provide
this information, it will be assumed that there is no commercially sensitive information
needing to be exempt or redacted from publication.
In addition to these transparency requirements the Minister for the Cabinet Office has set
out a requirement for governments departments to identify those new contracts that have
been awarded to an SME from 1 January 2011.
This quotation addresses the transparency right to publish within the Supply Agreement
and the identification of contract awards to SMEs within the Form of Tender.
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Northern Lighthouse Board
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General Lighthouse Authorities (GLAs)
This contract will have scope to allow the other GLAs of the United Kingdom and Ireland,
Trinity House (TH) and the Commissioners of Irish Lights (CIL) to purchase the Service at
any point during the contract.
Both authorities currently have their own arrangements in place; however it may be more
effective to use NLB’s arrangements in the future should they wish to change systems.
This will be done by TH and CIL directly with the contractor using the contract rates, pricing
etc which may need to be adjusted to allow for large volume discounts, annual price
changes etc. There is no commitment to purchase from either TH or CIL.
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Northern Lighthouse Board
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DECLARATION THAT QUOTATION IS A BONA FIDE COMPETITIVE QUOTE
1.
2.
The Supplier certifies to the Northern Lighthouse Board that this is a bona fide offer
of services, intended to be competitive, and that this offer of services has not been
affected by any arrangement or agreement with any other person(s), firm(s) or
company/(ies). The Supplier certifies that it has not (nor has any employee, agent,
officer or representative of the Supplier), at any time prior to the time and date set
for return of this quotation:
1.1.
communicated to any third party/(ies) (nor will it or any employee, agent,
officer or representative of the Supplier) communicate to any third party
between the time of the Supplier’s submission of its quotation and the date of
the award of any contract pursuant to the Invitation to Quote the nature or
detail of the Supplier’s offer of services in respect of the Invitation to Quote
(including without limitation proposed quotation responses, service and
service delivery elements, personnel, data, know how, trade secrets, prices
and/or pricing structure, except where such disclosure was necessary to
obtain insurance cover or sureties to support the offer;
1.2.
entered into any agreement, formal or informal, with any third party, whereby
the Supplier has agreed or arranged to refrain from offering services
pursuant to the Invitation to Quote, or to collude as to the nature of the offer
to be submitted;
1.3.
offered or made any inducement to any third party with a view to affecting the
propriety of the quotation process in any way; nor will it make or offer any
such inducements.
The Supplier declares that the services offered are/are not* affected by any prospect
of a subsidy or other assistance from government or other public authority.
2.1.
Details of subsidy or other assistance from government or other public
authority are as follows+;
*
+
2.2.
delete as appropriate
provide details of scheme, source of funds and amount
The Supplier certifies that any such subsidy or any other assistance from
government or other public authority is fully compliant with all relevant
national and European competition law.
3.
The Supplier confirms that it has not acted in any way which is, or could reasonably
be regarded as, in restraint of free competitive bidding in respect of the Supplier’s
response to the Invitation to Quote.
4.
The Supplier shall ensure that its employees, agents, officers and representatives
are made aware of the nature of this declaration and the Supplier shall ensure that
such persons adhere to this declaration as if they had individually granted it.
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Northern Lighthouse Board
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5.
The officer signing this declaration on behalf of the Supplier confirms that it has
done so after making due, careful and diligent enquiry in respect of the responses
contained herein.
6.
This declaration shall be governed in all respects and construed in accordance with
Scots Law.
7.
Signed for and on behalf
of : .............................................................................................
by: ................................................................................…………
Name:
(BLOCK
............................................................……………………………
Position: ...........................................……Date: ........................................
Witness:
……………………………………………. Signature
……………………………………………. Full Name
……………………………………………. Address
……………………………………………. Address
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CAPITALS)
Northern Lighthouse Board
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FORM OF QUOTATION
1. I have read the documents listed below and, subject to and upon the terms and
conditions contained in the said documents, I offer to supply the Goods specified, at the
prices quoted by me in the pricing schedule.
Total Contract Price £
(Excluding VAT, using indicative quantities)
Pricing Fixed until:
2. I agree that this quotation and any contract which may result from it shall be based
upon the documents listed below (and any other supplementary information provided by
NLB since), that I have read, understood and accept the terms of the Invitation to Quote
and that the Authority is the Commissioners of Northern Lighthouses operating as the
Northern Lighthouse Board (NLB).





Invitation to Quote package including:
Specification of Requirements and Pricing
Declaration that Quotation is a Bona Fide Competitive Quotation
Form of Quotation
Terms and Conditions for the Purchase of Goods
3. I agree that any other terms or conditions of contract or any general reservations which
may be printed on any correspondence emanating from me in connection with this
quotation or with any contract resulting from this quotation, shall not be applicable to the
Contract.
4. GOVERNING LAW. I agree that any contract that may result from this quote shall be
subject to the law of Scotland and the jurisdiction of the Scottish courts.
5. I have abided by the Confidentiality requirements set out in the quotation with cross
reference document.
6. The prices quoted and information provided in this quote is valid for acceptance and
binding for a minimum of 120 calendar days from the quotation deadline.
7. I understand that any goods, materials or equipment belonging to the company are
8.
9.
10.
11.
12.
carried on any NLB or GLA vessel entirely at our own risk and NLB and the GLAs shall
have no liability for these items.
I will not hasten progress of this quotation and will await contact from NLB as to
progress.
I have provided all the information required and our quotation submission is complete
and accurate.
I understand the quotation evaluation exercise may require participation, site visits,
equipment reviews or other actions deemed necessary by NLB and I am happy to
participate.
I/we confirm that we have taken account of our legal and statutory obligations, as well as
all relevant Government codes and policies (e.g. taxes, environmental protection,
employment protection and working conditions) in our tender, where they would be
applicable to the supply of the Good or Services.
To help Government develop its procurement policy in respect of small businesses, the
Department needs to gather information about the size of the organisations we invite to
tender. Please tick one of the following boxes:
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Northern Lighthouse Board
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
Please tick here if your organisation has between 1 and 50 employees

Please tick here if your organisation has between 51 and 249 employees

Please tick here if your organisation has 250 or more employees
In addition:

Please tick here if your organisation is a registered company
13. I/we confirm that all copy material submitted is identical in every respect to the original,
regardless of the format or media in which it is submitted and that any electronic copy
has been virus checked and is clear at the time of despatch.
1.
Signed ………………………………………………… In the capacity of
…………………………………………….......
quotation
for and on behalf of (IN BLOCK CAPITALS)
……………………………………………………
Address
……………………………………………..
……………………………………………..
……………………………………………..
Postcode ……………………………………………..
Tel No.
……………………………………………..
Fax No.
……………………………………………..
Email
……………………………………………..
Website
……………………………………………..
Date
……………………………………………..
* delete as appropriate
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duly
authorised
to
sign
Northern Lighthouse Board
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CONDITIONS OF CONTRACT FOR THE PURCHASE OF GOODS
These conditions may be varied only by the written agreement of the Purchaser. No
terms or conditions put forward at any time by the Supplier shall form any part of the
Contract unless specifically agreed in writing by the Purchaser.
1.
DEFINITIONS
In these conditions:
“Conditions” mean the terms and conditions of sale or supply set out in this document as
amended, novated, restated or supplemented from time to time by any written special terms
and conditions of sale or supply set out in the Purchase Order;
“Contract” means the contract between the Purchaser and the Supplier consisting of any
Purchase Order, quote or tender accepted by the Purchaser, these Conditions and any
other documents (or parts thereof) specified in such Purchase Order, tender or quote and
any Schedules annexed;
“Goods” mean any such goods as are to be supplied to the Purchaser by the Supplier (or
by any of the Supplier’s sub- contractors) pursuant to or in connection with the Contract;
“Premises” mean the location where the Goods are to be delivered, as specified in the
Contract or Purchase Order;
“Purchase Order” means the document setting out the Purchaser’s requirements for the
Contract;
“Purchaser” means the Commissioners of Northern Lighthouses (known as the Northern
Lighthouse Board) a body incorporated under the Merchant Shipping Act 1894 and reconstituted under the Merchant Shipping Act 1995 and having its headquarters at 84
George Street, Edinburgh;
“Supplier” means the person, firm or company to whom the Contract is issued.
2
THE GOODS
2.1
The Supplier shall sell and the Purchaser shall purchase the Goods in
accordance with any written quotation of the Supplier which is accepted by the Purchaser,
or any written order of the Purchaser which is accepted by the Supplier, subject in either
case to these Conditions, which shall govern the Contract to the exclusion of any other
terms and conditions.
2.2
The Goods shall be to the reasonable satisfaction of the Purchaser and shall
conform in all respects with any particulars specified in the Contract and in any variations
thereto.
2.3
The Goods shall conform in all respects with the requirements of any
statutes, orders, regulations or bye-laws from time to time in force.
2.4
The Goods shall be fit and sufficient for the purpose for which such goods
are ordinarily used for any particular purpose, or for any specific purpose made known to
the Supplier by the Purchaser, and in all circumstances the Purchaser relies on the skill and
judgement of the Supplier in the supply of the Goods and the execution of the Contract.
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Northern Lighthouse Board
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3
THE PRICE
3.1
The price of the Goods shall be as stated in the Contract and no increase
will be accepted by the Purchaser unless agreed in writing by the Purchaser prior to the
delivery of the Goods.
3.2
Unless otherwise agreed in writing by the Purchaser, the Supplier shall
render a separate invoice in respect of each consignment of Goods delivered under the
Contract. Payment shall be due 30 days after receipt of the Goods or the correct invoice
therefore, whichever is the later.
3.3
Value Added Tax, where applicable, shall be shown separately on all
invoices as a strictly net extra charge.
4
DELIVERY
4.1
The Goods shall be delivered to the Premises or such other location as
specified by the Purchaser. Any access to the Premises and any labour and equipment
that may be provided by the Purchaser in connection with delivery shall be provided without
acceptance by the Purchaser of any liability whatsoever and the Supplier shall indemnify
the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and
expenses which the Purchaser may suffer or incur as a result of or in connection with any
damage or injury (whether fatal or otherwise) occurring in the course of delivery or
installation to the extent that any such damage or injury is attributable to any act or
omission of the Supplier or any of its employees, servants, agents or sub-contractors.
4.2
Where any access to the Premises is necessary in connection with delivery
or installation of the Goods, the Supplier and any employees, servants, agents or subcontractors shall at all times comply with the reasonable requirements of the Purchaser’s
security and fire arrangements and shall conduct themselves in an appropriate manner to
minimise disruption to the locality, others working and neighbours of such Premises.
4.3
Time of delivery of the Goods shall be of the essence and failure within the
time promised or specified shall enable the Purchaser (at its sole option) to release itself
from any obligation to accept and pay for the Goods and/or cancel all or part of the Contract
therefor, in either case without prejudice to its other rights and remedies.
4.4
The Supplier shall be responsible for complying with any legislation or
regulations governing the importation of the Goods into the country of destination and for
the payment of any duties on them.
5
PROPERTY AND RISK
5.1
Property and risk in the Goods shall without prejudice to any of the rights or
remedies of the Purchaser (including the Purchaser’s rights and remedies under Condition
0 hereof) pass to the Purchaser at the time of delivery.
5.2
The Purchaser accepts full responsibility for any obligations in relation to the
goods under Directive 2002/96/EC on Waste Electrical and Electronic Equipment as
implemented by the Waste Electrical and Electronic Equipment Regulations 2006 and
amended by the Waste Electrical and Electronic Equipment (Amendment) Regulations
2007; The Waste Management Licensing Amendment (Scotland) Regulations 2006 (SI
2006 No. 541); The Waste Management Licensing Amendment (Waste and Electronic
Equipment) (Scotland) Regulations 2007 (SI 2007 No.172) and Directive 2002/95/EC on
the Restriction of the Use of Certain Hazardous Substances in Electronic and Electrical
Equipment, implemented by the Restriction of the Use of Certain Hazardous Substances in
Electrical and Electronic Equipment Regulations 2008, The Waste Electrical and Electronic
Equipment (Amendment) Regulations 2009 all as the aforesaid statutes, orders and
regulations may be amended, updated or replaced from time to time.
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Northern Lighthouse Board
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6
DAMAGE IN TRANSIT
6.1
On dispatch of any consignment of the Goods the Supplier shall send to the
Purchaser at the address for delivery of the Goods an advice note specifying the means of
transport, the place and date of dispatch, the date and time of delivery and the number of
packages, a description of the Goods and their weight and volume. The Supplier shall free
of charge and as quickly as possible either repair or replace (as the Purchaser shall elect)
such of the Goods as may either be damaged in transit or, having been placed in transit, fail
to be delivered to the Purchaser provided that:
6.1.1
in the case of damage to such Goods in transit, the Purchaser shall within 30
days of delivery give notice to the Supplier that the Goods have been damaged;
6.1.2
in the case of non-delivery the Purchaser shall (provided that the Purchaser
has been advised of the dispatch and date of delivery of the Goods) within ten days of the
notified date of delivery give notice to the Supplier that the Goods have not been delivered.
INSPECTION, REJECTION AND GUARANTEE
7.1
The Supplier shall permit the Purchaser or its authorised representatives to
conduct any inspections or tests on the Goods that they may reasonably require and the
Supplier shall afford all reasonable facilities and assistance free of charge to facilitate such
inspections or tests. No failure to make complaint at the time of such inspection or tests
and no approval given during or after such tests or inspections shall constitute a waiver by
the Purchaser of any rights or remedies in respect of the Goods.
7.2
The Purchaser may, by written notice to the Supplier, reject any of the
Goods which fail to meet the requirements specified in the Contract. Such notice shall be
given within a reasonable time after delivery to the Purchaser of the Goods concerned. If
the Purchaser shall reject any of the Goods pursuant to this Condition the Purchaser shall
be entitled (at no cost to the Purchaser and without prejudice to its other rights and
remedies) either:
7.2.1
to have the Goods concerned as quickly as possible either repaired by the
Supplier or (as the Purchaser shall elect) replaced by the Supplier with Goods which
comply in all respects with the requirements specified herein; or
7.2.2
to obtain a refund of the full purchase price from the Supplier in respect of
the Goods concerned.
7.3
The guarantee period applicable to the Goods shall be 12 months from
putting into service or 18 months after the date of delivery, whichever shall be the shorter
(subject to any alternative guarantee arrangements agreed in writing between the
Purchaser and the Supplier). If the Purchaser shall within such guarantee period or within
30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as
may have arisen during such guarantee period under proper and normal use the Purchaser
shall be entitled (at no cost to the Purchaser and without prejudice to its other rights and
remedies) either:
7.3.1
to have the Goods concerned as quickly as possible either repaired by the
Supplier or (as the Purchaser shall elect) replaced by the Supplier with Goods which
comply in all respects with the requirements specified herein; or
7.3.2
to obtain a refund of the full purchase price from the Supplier in respect of
the Goods concerned.
7.4
Any Goods rejected or returned by the Purchaser as described in paragraph
7.2 or 7.3, shall be returned to the Supplier at the Supplier’s risk and expense.
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LABELLING AND PACKAGING
8.1
The Goods shall be packed and marked in a proper manner and in
accordance with the Purchaser’s instructions and any statutory requirements and any
requirements of the carriers. In particular the Goods shall be marked with the Purchase
Order Number and the net, gross and tare weights, the name of the contents shall be
clearly marked on each container and all containers of hazardous goods (and all
documents relating thereto) shall bear prominent and adequate warnings. The Supplier
shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges,
costs and expenses which the Purchaser may suffer or incur as a result of or in connection
with any breach of this Condition.
8.2
All packaging materials will be considered non-returnable and will be
destroyed unless the Supplier’s advice note states that such material will be charged for
unless returned. The Purchaser accepts no liability in respect of the non-arrival at the
Supplier’s premises of empty packages returned by the Purchaser unless the Supplier shall
within 10 days of receiving notice from the Purchaser that the packages have been
dispatched notify the Purchaser of such non-arrival.
8.3
The Supplier represents and warrants that maximum use has been made of
recycled materials in the manufacture of crates, pallets, boxes, cartons, cushioning and
other forms of packing.
9
CORRUPT GIFTS OR PAYMENTS
The Supplier shall not offer to give, or agree to give, to any employee or representative of
the Purchaser any gift or consideration of any kind as inducement or reward for doing or
refraining from doing or for having done or refrained from doing, any act in relation to the
obtaining or execution for this or any other contract with the Purchaser or for showing or
refraining from showing favour or disfavour to any person in relation to this or any such
contract. The attention of the Supplier is drawn to the criminal offences created by the
Public Bodies Corrupt Practices Act 1889, the Prevention of Corruption Acts 1906 and 1916
and the Bribery Act 2010 as amended from time to time.
10
PATENTS, INFORMATION AND COPYRIGHT
10.1 It shall be a condition of the Contract that, except to the extent the Goods
incorporate designs furnished by the Purchaser, that nothing done by the Supplier in the
supply of the Goods shall infringe any patent, trade mark, registered design, copyright or
other right in the nature of industrial or intellectual property of any third party and the
Supplier shall indemnify the Purchaser against all actions, claims, demands, costs and
expenses which the Purchaser may suffer or incur as a result of or in connection with any
breach of this Condition.
10.2 All rights (including ownership and copyright) in any reports, documents,
specifications, instruction, plans, drawings, patents, models or designs, whether in writing
or on magnetic or other media:
10.2.1 furnished to or made available to the Supplier by the Purchaser shall remain vested
in the Purchaser;
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10.2.2 prepared by or for the Supplier for use, or intended use, in relation to the
performance of the Contract are hereby assigned to and shall vest in the Purchaser;
and (without prejudice to Condition 14.2) the Supplier shall not (and shall procure that its
employees, servants, agents and sub-contractors shall not) (except to the extent necessary
for the implementation of the Contract) without the prior written consent of the Purchaser
use or disclose any such reports, documents, specifications, instructions, plans, drawings,
patents, models, designs or other material as aforesaid or any other information (whether or
not relevant to the Contract) which the Supplier may obtain pursuant to or by reason of the
Contract, except information which is in the public domain otherwise than by reason of a
breach of this provision, and in particular (but without prejudice to the generality of the
foregoing) the Supplier shall not refer to the Purchaser in any advertisement without the
Purchaser’s prior written consent.
10.3 The provisions of this Condition 10 shall apply during the continuance of the
Contract and after its termination howsoever arising.
10.4 The Purchaser will hold and use the information the Supplier provides for the
administration of the Supplier’s account. The Purchaser undertakes not to divulge this
information to any other party unless required to do so by law or to protect the Purchaser’s
own business interests. Occasionally the Purchaser may contact the Supplier about
general matters that relate to the Purchaser’s business. If the Supplier does not wish to be
contacted about these matters or if the Supplier wishes further information on the
Purchaser’s Data Protection Policy, the Supplier should write to the Data Protection Officer,
Northern Lighthouse Board, 84 George Street, Edinburgh EH2 3DA.
11
HEALTH & SAFETY AND ENVIRONMENT
11.1 The Supplier represents and warrants to the Purchaser that the Supplier has
satisfied itself that all necessary tests and examinations have been made or will be made
prior to delivery of the Goods to ensure that the Goods are designed and constructed so as
to be safe and without risk to the health and safety of persons using the same, and that it
has made available to the Purchaser adequate information about the use for which the
Goods have been designed and have been tested and about any conditions necessary to
ensure that when put to use the goods will be safe and without risk to health. The Supplier
shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges,
costs and expenses which the Purchaser may suffer or incur as a result of or in connection
with any breach of this Condition.
11.2 The Supplier shall be responsible for ensuring it performs its obligations under the
Contract so as to ensure that all aspects of the supply of the Goods comply with the
provisions of Directive 2002/96/EC on Waste Electrical and Electronic Equipment as
implemented by The Waste Electrical and Electronic Equipment Regulations 2006 and
amended by The Waste Electrical and Electronic Equipment (Amendment) Regulations
2007; The Waste Management Licensing Amendment (Scotland) Regulations 2006 (SI
2006 No. 541); The Waste Management Licensing Amendment (Waste and Electronic
Equipment) (Scotland) Regulations 2007 (SI 2007 No.172) and Directive 2002/95/EC on
the Restriction of the Use of Certain Hazardous Substances in Electronic and Electrical
Equipment, implemented by The Restriction of the Use of Certain Hazardous Substances in
Electrical and Electronic Equipment Regulations 2008 and The Waste Electrical and
Electronic Equipment (Amendment) Regulations 2009 and all health and safety legislation
as all of the aforesaid statutes, orders and regulations may be amended, updated or
replaced from time to time and the Supplier shall provide the Purchaser with such evidence
that the Purchaser requires (acting reasonably) of such compliance.
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12
INDEMNITY AND INSURANCE
12.1 Without prejudice to any right or remedies of the Purchaser, the Supplier shall
indemnify the Purchaser against all actions, liabilities, suits, claims, damages, demands,
losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of
or in connection with any damage to property or in respect of any injury (whether fatal or
otherwise) to any person which may result directly or indirectly from any breach of the
Contract by the Supplier, negligent or wilful act or omission of the Supplier or any defect in
the Goods.
12.2 Except in the case of loss, damage or personal injury (including death) suffered by
an employee of the Supplier (in respect of which the indemnity in Condition 12.1 shall apply
whether or not the loss, damage or personal injury was caused by the negligent or wilful act
or omission of the Purchaser), the indemnity contained in Condition 12.1 shall not apply to
the extent that the loss, damage or injury is caused by the negligent or wilful act or omission
of the Purchaser.
12.3 The Supplier shall effect with a reputable insurance company at all times whilst
engaged in the delivery of the Goods on the Premises:
12.3.1
employer’s liability insurance in accordance with any legal requirements for
the time being, and
12.3.2
public liability insurance for not less that £5 million for any one incident and
unlimited in total, unless otherwise agreed by the Purchaser in writing, and in such sum and
range of cover as the Supplier deems to be appropriate from time to time, but covering at
least all the matters which are the subject of indemnities or compensation obligations under
these Conditions and shall at the request of the Purchaser produce the relevant policy or
policies together with receipts or other evidence of payment of the latest premium due
thereunder.
13
DISCRIMINATION
13.1 In relation to the Contract, the Supplier shall not unlawfully discriminate within the
meaning and scope of the provisions of the Race Relations Act 1976 the Sex Discrimination
Act 1975, the Disability Discrimination Act 1995, the Equality Act 2006, the Employment
Equality (Religion or Belief) Regulations 2003, Employment Equality (Sexual Orientation)
Regulations 2003 and the Employment Equality (Age) Regulations 2006 or any statutory
modification or re-enactment thereof relating to discrimination in employment all of which
acts and regulations are now consolidated in the Equality Act 2010. The Supplier shall take
all reasonable steps to secure the observance of these provisions by all servants,
employees or agents of the Supplier and all sub-contractors employed in the execution of
the Contract.
13.2 The Supplier acknowledges that it shall be responsible for obtaining a copy of the
Purchaser’s (i) Code of Respect; and (ii) Dignity at Work Policy and the Supplier shall be
responsible for ensuring that it and all servants, employees and agents of the Supplier and
all sub-contractors employed in the performance of the Supplier’s obligations under the
Contract shall comply with the provisions and the spirit of such documents and the
Purchaser shall use its reasonable endeavours to provide the Supplier with copies of such
documents.
14
CONFIDENTIALITY AND ACCESS TO GOVERNMENT INFORMATION
14.1 The Supplier undertakes to abide and procure that its employees abide by the
provisions of the Official Secrets Acts 1911 to 1989.
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14.2 The Supplier shall keep secret and not disclose and shall procure that its employees
keep secret and do not disclose, any information of a confidential nature obtained by it by
reason of the Contract except information which is in the public domain otherwise than by
reason of a breach of this provision.
14.3 All information related to the Contract which is held by the Supplier on behalf of the
Purchaser shall be regarded as being held by the Purchaser and is subject to the provisions
of the Freedom of Information Act 2000 (the “FoIA”).
14.4 The parties acknowledge that, except for any information which is exempt from
disclosure in accordance with the provisions of the FoIA, the content of the Contract is not
Confidential Information. The Purchaser shall be responsible for determining in its absolute
discretion whether any of the content of the Contract is exempt from disclosure in accordance
with the provisions of the FoIA. Notwithstanding any other term of the Contract, the Supplier
hereby gives its consent for the Purchaser to publish the Contract in its entirety, (but with any
information which is exempt from disclosure in accordance with the provisions of the FoIA
redacted) including from time to time agreed changes to the Contract, to the general public.
The Purchaser may consult with the Supplier to inform its decision regarding any redactions
but the Purchaser shall have the final decision in its absolute discretion. The Supplier shall
assist and cooperate with the Purchaser to enable the Purchaser to publish the Contract.
14.5 The Purchaser may disclose all such information as aforesaid related to the
Contract and the Purchaser shall not be liable for any such disclosure, including without
limitation, (i) the disclosure of any information which would constitute an actionable breach
of confidence in terms of Section 41 of the FoIA; and (ii) the disclosure of any Commercially
Sensitive Information in terms of Section 43 of the FoIA for which purposes Commercially
Sensitive Information means the information (i) listed in the Commercially Sensitive
Information Schedule annexed to the Contract; or (ii) notified to the Purchaser in writing
(prior to the commencement of the Contract) which has been clearly marked as
Commercially Sensitive Information comprised of information (a) which is provided by the
Supplier to the Purchaser in confidence for the period set out in that Schedule or
notification; and/or (b) which constitutes a trade secret.
14.6 Disclosure may be made by the Purchaser of such information relating to the
outcome of the procurement process as may be required to be published in the Official
Journal of the European Communities or elsewhere in accordance with any EU or UK
legislation, statute, order, directive, regulation or government policy on the disclosure of
information regarding government contracts. This disclosure may include the number of
tenders received, the identity of the successful tenderer, the winning contract price, the
specification of goods or services to be supplied, terms and conditions of contract, quality
and performance standards, and subsequent performance against those quality and
performance standards.
14.7 The Purchaser may seek and obtain references about the Supplier from banks,
existing or past clients, or other referees proposed by the Supplier.
14.8 The Supplier acknowledges that it is aware that the Purchaser is obliged to comply
with the ISO27001 Information Security standards and the Supplier hereby agrees that it
shall immediately do all things which are reasonably requested by the Purchaser in order
that the Purchaser complies with such standards or any other standards which apply to the
Purchaser in relation to the use of its information technology by the Supplier or any of its
servants, employees, agents or sub-contractors (including, without limitation, immediately
providing the Purchaser with details of the Supplier’s policies, procedures, systems and
measures pertaining to the protection of its own information technology when so
requested).
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14.9 The provisions of this Condition 14 shall apply during the continuance of the
Contract and after its termination howsoever arising.
15
TERMINATION ON SUPPLIER’S INSOLVENCY
15.1
Without prejudice to any other rights or remedies of the Purchaser under the
Contract, the Purchaser shall have the right forthwith to terminate the Contract without any
liability to the Supplier by written notice to the Supplier or the appropriate trustee in
bankruptcy or sequestration, receiver, liquidator or administrator:
15.1.1 where the Supplier is an individual and the Supplier dies or if a petition is presented
for the Supplier’s bankruptcy or the sequestration of his estate or a criminal bankruptcy
order is made against the Supplier, or he is apparently insolvent, or he makes any
composition or arrangement with or for the benefit of creditors, or makes any conveyance
or assignment for the benefit of creditors, or if an administrator or trustee is appointed to
manage his affairs; or
15.1.2 where the Supplier is not an individual but is a firm or a number of persons acting
together in any capacity, if any event in 15.1 or 15.3 of this Condition 15 occurs in respect
of the firm or any partner in the firm or any of those persons or a petition is presented for
the Supplier to be wound up as an unregistered company; or
15.1.3 where the Supplier is a company, if the company passes a resolution for winding-up
or dissolution or enters liquidation (otherwise than for the purposes of and followed by a
bona fide scheme of solvent amalgamation or reconstruction) or the court makes an
administration order or a winding-up order, or the company makes a composition or
arrangement with its creditors, or an administrator, administrative receiver, receiver or
manager is appointed by a creditor or by the court, or possession is taken of any of its
property under the terms of a fixed or floating charge.
15.1.4 the Supplier ceases or threatens to cease to supply the Goods.
15.1.5 the Supplier makes default in or commits any breach of its obligations to the
Purchaser hereunder;
15.1.6 the Purchaser reasonably apprehends that any of the events contained in this
Condition 15 is about to occur in relation to the Contract and notifies the Supplier
accordingly.
15.2 Where the Contract is for more than one delivery of Goods then without prejudice to
any other rights or remedies of the Purchaser under the Contract the Purchaser shall have
the right to terminate the Contract without any liability to the Supplier on 30 days written
notice to the Supplier.
16
RECOVERY OF SUMS DUE
Wherever under the Contract any sum of money is recoverable from or payable by the
Supplier, that sum may be deducted from any sum then due, or which at any later time may
become due, by the Purchaser to the Supplier under the Contract or under any other
agreement or contract between the Purchaser and Supplier.
17
ASSIGNATION AND SUB-CONTRACTING
17.1 The Supplier shall not without the written consent of the Purchaser assign the
benefit or burden of the Contract or any part thereof.
17.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its
responsibilities under the Contract.
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18
NOTICES
Any notice given under the pursuant to the Contract may be sent by hand or by post or by
registered post or by the recorded delivery service or transmitted by facsimile transmission
or other means of telecommunication resulting in the receipt of a written communication in
permanent form and if so sent or transmitted to the address of the party shown on the
Purchase Order (or to such other address as the party may by notice to the other have
substituted therefor) and shall be deemed to have been delivered on the day it was sent if a
business day, or if not a business day, then on the next occurring business day thereafter.
19
ARBITRATION
19.1 All disputes, differences or questions between the parties to the Contract with
respect to any matter or thing arising out of or relating to the Contract, other than a matter
or thing as to which the decision of the Purchaser under the Contract is to be final and
conclusive, and except to the extent to which special provision for arbitration is made
elsewhere in the Contract, shall be referred to a single arbiter to be mutually chosen by the
parties or failing agreement, nominated by the President of the Law Society of Scotland for
the time being on the application of either party. Any such reference to arbitration shall be
deemed to be an agreement to refer to arbitration within the meaning of the Arbitration
(Scotland) Act 2010.
19.2 The place of the arbitration shall be Scotland and the arbitration shall be conducted
in accordance with the rules as set out in the Arbitration (Scotland) Act 2010.
20
20.1
HEADINGS & MISCELLANEOUS
The headings to these Conditions shall not affect their interpretation.
20.2 Each clause of these Conditions and every part hereof shall be separate and
severable to the extent that if one clause or part thereof shall be unenforceable the other
clauses and other parts of the clause respectively shall be effective.
20.3 No waiver of any of these Conditions by the Purchaser shall be construed as a
waiver of any subsequent breach of the same or any other provision.
20.4 Any reference in these Conditions to any provision of a statute shall be construed as
a reference to that provision as amended, re-enacted or extended at the relevant time.
21
GOVERNING LAW
These Conditions shall be governed by and construed in accordance with Scots law and
the Supplier hereby irrevocably submits to the exclusive jurisdiction of the Scottish courts.
The submission to such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Purchaser to take proceedings against the Supplier in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction.
SUPPLEMENTARY NOTICE
PROMPT PAYMENT
The Northern Lighthouse Board is
committed to making payment promptly
in line with British Standard BS 7890.
Any comments on our performance in
this area should be directed to Mr R
Lanni, Finance Manager, NLB 84
George Street, Edinburgh EH2 3DA.
This notice does not form part of the
Contract.
Version 9
1 April 2012
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