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PROCUREMENT PROCEDURES

January 2006

document.doc Contents

THE UNIVERSITY OF LIVERPOOL

Procurement Procedures

CONTENTS

Page

Procurement Procedures .................................................................................................... 2

Appendix A - Quotations and Tenders .............................................................................. 11

Appendix B - European Union Procurement Regulations ................................................. 14

Appendix C - A Guide to Tendering .................................................................................. 17

Appendix D - Model Tender Documentation .................................................................... 23

Letter of Invitation ............................................................................................................. 23

A - Conditions of Tender ................................................................................................... 24

B - Specification and Further Particulars ........................................................................... 27

C - Questionnaire ............................................................................................................... 28

D - Form of Tender ............................................................................................................ 36

E - Terms and Conditions of Contract ............................................................................... 40

Appendix E - Tender Opening Record .............................................................................. 62

Appendix F - Single Supplier Justification ........................................................................ 63

Appendix G - Model Award of Contract Letter ................................................................. 64

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document.doc Procurement Procedures

THE UNIVERSITY OF LIVERPOOL

Procurement Procedures

1. Purpose

1.1 These procedures are designed to implement the University’s procurement policy, which in turn supports the University’s mission. The main purposes of the procedures are to:-

support and be fully responsive to the University’s diverse needs;

ensure that the University complies with legislative and regulatory requirements;

protect the legal and commercial interests of the University;

satisfy audit requirements in respect of the proper control of expenditure; and

encourage transparency, fairness and probity in the conduct of the University’s affairs.

1.2 The policy and procedures are binding on all staff who engage in purchasing for the University. In these procedures references to ‘departments’ includes all academic, academic service and administrative departments, all budget centres and units. The procedures apply to all sources of funding, including research grants and contracts.

2. Authority to Purchase

2.1 The deployment of the University's resources is the responsibility of Council exercised through the Planning and Resources Committee.

2.2 The University operates a devolved procurement procedure whereby authority to commit funds is delegated to heads of department and designated budget holders (authorised persons) supported by central monitoring and specialist accounting and procurement advice. In exercising this delegated authority, authorised persons are required to observe the University’s relevant policies and procedures. The names of all such authorised persons, specimen signatures and expenditure limits must be lodged in advance with the Senior Assistant Director of Finance (Financial Accounting). Such persons may be given authority to sign orders for their head of department, committing departmental funds, or to sign invoices authorising payment for goods received or services rendered, subject to adequate segregation of duties within the relevant department.

2.3 No one is authorised to commit the University without first ensuring there are sufficient funds to meet the purchase cost. This practice applies to all purchases regardless of the source of funding.

2.4 In each department, the head of department is ultimately responsible for the implementation of the University’s purchasing policy and procedures in respect of all purchases, however funded, within his/her department. In the case of research grants and contracts, the head of department may delegate this responsibility to the grant holder.

2.5 The head of department must ensure that all staff having delegated authority are fully aware of these procurement procedures.

2.6 Heads of department, budget holders and other authorised persons are not authorised to enter into any form of contractual commitment for the procurement of goods or services, whether written or oral and however transmitted. In particular, contractual documents must not be signed. In this context a contractual document is any document that has or

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may have the effect of binding the University to procure and pay for goods and services. All such documents must be forwarded to the Director of Procurement for vetting before signature by an authorised officer of the University.

2.7 The Director of Finance is responsible for making payment to suppliers for goods and services supplied to the University, provided appropriate authorisation of the expenditure is in place, and for all accounting and financial management matters.

2.8 Reporting to the Director of Finance, the Director of Procurement is responsible for:

ensuring that the University's procurement policy and procedures are known and observed by all who are involved in purchasing for the University;

advising on matters of University purchasing policy and practice;

advising and assisting departments where required on specific departmental purchases;

establishing appropriate supply arrangements on behalf of University departments and budget centres to assist them in meeting their value for money obligations;

vetting high value orders (defined later) before they leave the University;

the drafting and negotiation of all large scale purchase contracts (generally in excess of £150,000) undertaken by the University, in collaboration with the responsible department;

ensuring that the University’s procurement activities comply with legislative and regulatory requirements.

3. General Principles

3.1 The University requires all authorised persons, irrespective of the source of funds, to obtain supplies, equipment and services at the lowest possible cost consistent with quality and delivery requirements and in accordance with sound business practice, taking due account of relevant ethical and environmental standards. The determination of lowest cost should take into account the “whole life” of the products or services being supplied including, where appropriate, the following factors:

purchase costs (including VAT if applicable);

firmness of price (e.g. fixed or otherwise);

foreign exchange risks and costs;

terms of payment;

commercial and legal risks;

length of warranty or period of free maintenance;

running costs (e.g. spares, consumable items, fuel, water, electricity);

the cost of any required building or services alterations - after consultation with the Facilities Management Department;

the likely sale or scrap value;

the cost of safe decommissioning and end-of-life disposal;

any relevant environmental, sustainability and social responsibility considerations;

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the cost of the procurement process itself, which should not be disproportionately high in relation to the value or importance of the subject matter.

3.2 With regard to terms of payment, the University will not normally pay for goods in advance. The main exceptions to this are:

maintenance contracts which are normally paid annually in advance;

small value purchases such as journal subscriptions and goods or services that may be paid for in advance by purchasing card;

large value contracts with stage payments tied to milestones of achievement and/or protected by a bank guarantee. In such contractual situations, departments must contact the Director of Procurement who will undertake negotiations with the supplier on behalf of the University.

3.3 Special cases, not falling within one of these exceptions, should first be discussed with the Director of Procurement.

4. Supplier Selection, Quotations and Tenders

4.1 The University supports, wherever possible, purchasing arrangements made by various public sector consortia. These include arrangements made by the North Western Universities Purchasing Consortium and its various commodity sub-groups, any national university agreements and Government contracts, e.g. Office for Government Commerce (OGC).

4.2 The Procurement Department publishes a “Purchasing Guide” on http://pcwww.liv.ac.uk/purchasing/. This guide contains information on regular University suppliers and information on many other purchasing and supply matters. Departments must, wherever possible, procure goods and services from authorised suppliers, as listed in the Purchasing Guide.

4.3 The regulations on quotations and tenders are contained in Appendix A. These regulations are mandatory and apply to all purchases regardless of the source of funds.

4.4 Quotations and tenders must be kept on file for reference and audit purposes. Full details of the document retention policy are given in Appendix A, Para. A2.

5. Making a Purchase

5.1 All departments and staff must comply with the procedures on quotations and tenders given in Appendix A to these procedures before creating an order.

5.2 The University does not undertake to accept liability for the payment of any invoice unless the goods have been supplied in response to an official University purchase order authorised and processed in accordance with these procurement procedures. In situations where a liability has been improperly accrued to the University, it reserves the right to recover the cost from the offending individual.

5.3 There are three mechanisms for purchasing goods and services:

Purchase orders. The detailed procedures concerning purchase orders are given below in sections 6 and 8 (Agresso orders) and sections 7 and 8 (non-Agresso orders).

Purchases paid by University purchasing card within the relevant card limit. Purchasing card holders have delegated authority to purchase goods or services for and on behalf of their department using the purchasing card payment mechanism.

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The regulations concerning the use of purchasing cards are contained in the document entitled Purchasing Card User Manual, available from the Procurement Department (contact the Procurement Department Secretary ext 42155).

Small petty cash purchases. For the regulations concerning petty cash please refer to the Financial Handbook.

6. The Purchasing Process – Agresso Purchase Orders

6.1 The University is in the process of implementing “Agresso logistics”, a devolved purchase order system which is part of the University’s Financial & Management Information System. A number of departments are already using the Agresso purchase order system with several more at the planning stage and the system will be gradually rolled out across the University. There are subtle differences in procedure between Agresso and pre-Agresso purchasing processes. This section 6, details the procurement process for departments who are using Agresso purchase orders. Section 7 details the process for departments who are not yet using Agresso purchase orders. Section 8 details processes common to all.

6.2 The detailed procedures concerning orders generated on Agresso are contained in the Finance Office Systems Team training materials published at www.liv.ac.uk/finance/pages/Rollout_Homepage.htm.

6.3 Before a purchase order can be raised the supplier concerned must have been registered on the University’s Financial & Management Information System. Departments must, wherever possible, use existing authorised suppliers (see para. 4.2). In cases where it is necessary to register a new supplier, departments are required to enter basic details onto an Agresso screen provided for the purpose. The Procurement Department will create the new supplier and notify the requesting department when the action has been completed.

6.4 University standard terms and conditions of purchase (available on the purchasing web site http://pcwww.liv.ac.uk/purchasing/) are invoked by reference on the face of all orders. Heads of budget centres and delegated signatories are particularly asked not to sign any supplier’s standard sale agreement (see para. 2.6). If a supplier requires that its standard form is signed, then this must be forwarded or delivered to the Director of Procurement, clearly marked with the corresponding order number.

6.5 Please refer to Appendix A, Quotations and Tenders, for the regulations concerning competitive quotations and tenders. Compliance with these regulations is a mandatory pre-requisite to the purchase order process.

6.6 Purchase orders up to the value of £5,000 (excl. VAT) These can be created using the University’s Financial & Management Information System, printed and directly transmitted to the supplier by the department. (See also Appendix A paras. A4 and A5.) Departments may establish internal authorisation levels below this £5,000 threshold.

6.7 Purchase orders valued over £5,000 (excl. VAT) These are subject to vetting and authorisation by the Procurement Department and cannot be printed until they have been so authorised. (See also Appendix A paras. A6, A7 and A8.)

6.8 Purchase orders valued over £20,000 and up to £75,000 (excl. VAT) Copies of all the quotations received must be sent (hard copy or fax) or delivered to the Procurement Department clearly marked with the corresponding order number. Alternatively the quotations may be scanned and attached electronically to the order where they may be

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viewed ‘on line’ by the Procurement Department. Such orders will not be authorised without this supporting documentation. (See also Appendix A para. A6.)

6.9 Purchase orders valued over £75,000 must only be created after a sealed bid tender (see also Appendix A paras. A7 and A8). A copy of the tender opening record and of the winning tender must be sent or delivered to the Director of Procurement, clearly marked with the corresponding order number. Advice on sealed bid tendering may be obtained from the Director of Procurement. Documents entitled ‘A guide to Tendering’ and ‘Model Invitation to Tender’ are available as Word documents on the Procurement Department web site – also appended to these procedures at Appendices C and D respectively.

6.10 Orders over the EU threshold value (See Appendix A para A8 and Appendix B) are subject to advertisement in the Official Journal of the European Union. The Director of Procurement will handle this process and administer the sealed bid tender.

6.11 It is essential that departments co-operate by supplying the documentation referred to in paras. 6.8 and 6.9. Orders without the supporting documentation will not be authorised.

6.12 This is the end of Agresso specific procedures. Please refer to section 8 for the remaining purchase order procedures, which are common to all purchase order formats.

7. The Purchasing Process – Non-Agresso Purchase Orders

7.1 This section 7 covers the procedures to be applied to non-Agresso purchase orders. All non-Agresso orders must be made out manually on the official University purchase order forms (pad version), or on the equivalent continuous stationery form for departments using the Clayton computer system. The procedures for using manual purchase orders are given on the cover of the order book and in para. 7.4 below. University purchase order forms (manual or Clayton) are issued by the Procurement Department (contact the supplier control clerk ext 42662).

7.2 Please refer to Appendix A, Quotations and Tenders, for the regulations concerning competitive quotations and tenders. Compliance with these regulations is a mandatory pre-requisite to the purchase order process.

7.3 University standard terms and conditions of purchase are printed on the reverse of all orders. Heads of department and delegated signatories are particularly asked not to sign any supplier’s standard sale agreement (see para. 2.6). If a supplier requires that its standard form is signed, then this must be forwarded to the Director of Procurement through the normal channels with a covering University purchase order.

7.4 The following are the detailed instructions for completing departmental orders (manual and Clayton versions) and authorising invoices:

The paper on which the purchase order is printed has been chemically treated. To avoid overwriting more than one order (manual version) detach the order (four parts) before completing it. Please type the order if possible.

The full name and address of the supplier must be entered in the left hand 'To' box. The full departmental name, address, telephone number must be entered in the 'From' box. Departments may use a stamp with their address and telephone number to help completion of the order forms (manual version). Such a stamp must be applied to all copies of the order in addition to the top copy.

The space for departmental authority at the bottom of the order must be signed by an authorised signatory before the order is sent to the Finance Office.

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All manual and Clayton computer orders must be sent to the Finance Office for vetting before issue to the supplier. The original and pink copy of the order must be sent to the Finance Office. The blue copy should be retained as the departmental record. The green copy must be sent with the final authorised invoice to the Director of Finance (Note: for Clayton continuous stationery orders, there is no green copy. It is therefore vital to mark the order status on the coding slip). A coding slip, supplies of which are available from the Finance Office Management Accounting Section, must be attached to each invoice. This slip ensures that required information (status, account number, order number, authorised signature) is submitted to the Finance Office in a standard format.

7.5 Purchase orders valued over £20,000 and up to £75,000 (excl. VAT): Copies of all the quotations received must be sent or delivered to the Procurement Department, clearly marked with the corresponding order number. Orders without the supporting documentation will not be authorised. (see also Appendix A para. A6.)

7.6 Purchase orders valued over £75,000 must only be created after sealed bid tender (see also Appendix A paras. A7 and A8 and Appendix C). A copy of the tender opening record and of the winning tender must be sent or delivered to the Director of Procurement, together with the corresponding purchase order. Advice on sealed bid tendering can be obtained from the Director of Procurement. Documents entitled ‘A guide to Tendering’ and ‘Model Invitation to Tender’ are available as Word documents on the Procurement Department web site – also appended to these procedures, Appendices C and D respectively.

7.7 Orders over the EU threshold value (See Appendix A, Para A8 and Appendix B) are subject to advertisement in the Official Journal of the European Union. The Director of Procurement will handle this process and administer the sealed bid tender process.

7.8 It is essential that departments co-operate by supplying the documentation referred to in paras. 6.8 and 6.9. Orders without the supporting documentation will not be authorised.

7.9 In emergencies the Procurement Department will fax authorised orders on request; otherwise they are sent first class post, same day.

7.10 When projects are completed, for which a special order book has been issued, the unused portion of the book must be returned to the Director of Finance without delay.

7.11 This is the end of manual / Clayton specific procedures. Please refer to section 8 for the remaining purchase order procedures, which are common to all purchase order formats.

8. The Purchasing Process (Continued) – Common Procedures

8.1 These procedures are common to all orders and should be read in conjunction with section 6 (Agresso orders) or section 7 (non-Agresso orders), as applicable.

8.2 In exceptional circumstances, there may be only a single source of supply for the goods or services required. In these circumstances, if the value of the order is less than the EU threshold value, a single tender may be permitted but must be supported by a single supplier justification (see Appendix A, paras. A7.6 and A7.7 and Appendix F). A Single Supplier Justification form is available as a Word document on the Purchasing web site – http://pcwww.liv.ac.uk/purchasing/ - also at Appendix F. The single supplier justification will not apply to purchases that exceed the EU threshold value. Such purchases are, without exception, subject to the EU tender procedures.

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8.3 It is a mandatory requirement that the person authorising an invoice for payment must be different from the person who has certified receipt of those goods (segregation of duties).

8.4 It is essential that accurate prices are quoted on purchase orders. Prices should be based on a quotation or a tender or a valid contract price list (See Appendices A and B) with discounts and VAT correctly calculated. Note: Omitting the purchase price is equivalent to a promise to pay a sum of money to be determined by the supplier. Including the price gives both parties to the contract the opportunity to repudiate on the basis of price. This is an important safeguard. Furthermore, the correct pricing of orders facilitates the checking of invoices and enables accurate commitment accounting.

8.5 Confirmation orders should be restricted to low value (£1,000 or less). A confirmation order should be created immediately after the commitment has been made and must be forwarded to the Procurement Department without delay. It should be clearly marked “confirmation” to avoid a second delivery of the same goods.

8.6 Covering (‘please pay’) orders and commitments placed by letter or fax are not recognised by the University and they may be repudiated. At the very least, they will give rise to delays in payment.

8.7 In the event of a complaint against a supplier that necessitates the withholding of payment, this complaint must be promptly and clearly communicated to the supplier in writing. Copies of any relevant correspondence should be sent to the Director of Procurement for information and to the Finance Office, Accounts Payable Section. Telephone complaints do not constitute adequate notice to the supplier, who may continue to press for payment to the point of litigation. The Director of Procurement can advise or assist in particular cases.

8.8 When transferring goods and services between departments, the internal supply form (ISF) must be used and not an order form.

8.9 Staff travel and subsistence expenses chargeable against departmental funds must be submitted to the Director of Finance on the standard claim form, to be processed through the payroll, and not on a departmental order.

8.10 Applications for duty relief on goods imported from non-EU countries are handled through the Procurement Department. Relief may be applied to scientific instruments imported for educational purposes or non-commercial scientific research. Donated medical equipment imported for medical purposes may also be eligible for duty relief. When purchasing equipment that might fall within this category, please contact the Procurement Department (42158). VAT will normally be chargeable on the importation of goods, even in cases where duty relief has been obtained. Zero rating of VAT will still apply to medical and scientific equipment used in medical research, treatment and diagnosis etc. (see para. 8.12). VAT certificate L must be completed, signed and forwarded to Revenue and Customs (or the carrier) when the goods arrive in the UK.

8.11 Goods arriving direct from another EU member state should normally be invoiced VAT zero rated. Nevertheless, the University is obliged by law to account for the VAT. This is levied internally and charged against the relevant departmental account. This is triggered by applying the VAT code ‘X’ to relevant transactions. It is the responsibility of the authorising department to ensure the correct VAT treatment. (Note: The University is subject to regular checking by Revenue and Customs officials.)

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8.12 Under the VAT Act 1994 Schedule 8 VAT may be zero rated on the purchase of certain medical, scientific, computer, video, sterilising, laboratory or refrigeration equipment of use in medical or veterinary research, training, diagnosis or treatment. This legislation also applies to the servicing or repairs of eligible equipment provided it was originally purchased VAT zero rated. VAT certificate A should be completed, signed and attached to the purchase order before forwarding to the supplier.

8.13 Detailed guidance notes for the zero rating of VAT and the specific certificates that must be used are available from the Procurement Department or downloadable from the Procurement Department web page - http://www.pcweb.liv.ac.uk/purchasing/. A facility for printing the appropriate VAT certificate is provided for Agresso “rolled out” users.

8.14 Advice on specific questions of eligibility can be obtained, in the first instance from the Procurement Department (42158).

8.15 Substances to be used directly in synthesis or testing in medical research for human and veterinary use may also be VAT zero rated. Vat Certificate D should be completed, signed and attached to the purchase order before forwarding to the supplier.

8.16 Medicinal products to be used solely by the institution in the care, treatment or research for human beings or animals are VAT zero rated. Orders for eligible medicinal products must be accompanied by the specific signed declaration. Detailed guidance notes for zero rating of VAT are issued by the Procurement Department and are available on the purchasing web site.

8.17 Medicinal products to be used solely by the institution in the care, treatment or research for human beings or animals are VAT zero rated. Vat Certificate D should be completed, signed and attached to the purchase order before forwarding to the supplier.

8.18 Software for use solely in medical research may also be VAT zero rated and in this case VAT certificate F must be completed, signed and attached to the purchase order before forwarding to the supplier.

8.19 Certain university advertising may also be VAT zero rated and the guidelines and specific zero rate certificate is available from the Procurement Department or downloadable from the Procurement Department web page - http://www.pcweb.liv.ac.uk/purchasing/

9. Stores and stock management

9.1 Departmental Stores Heads of Budget Centres are required to ensure that the following principles are observed with regard to departmental stores and stock management. Advice with regard to stores operations may be obtained from the Purchasing Officer.

9.2 Stockholding Policy The aim must be to reduce stocks to the optimum level compatible with operational requirements. Stock holdings must comply with the following basic criteria:

Items available from a central university store must be held in departmental stores. Such items must be requisitioned internally from the central store.

Items available from another departmental store (usually the major user) should be procured from that store if practical. Departments are expected to cooperate with each other in this regard. Payment may be effected by ISF.

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Departments should store only those items whose immediate availability is considered essential to maintain an efficient university service or those items of sufficient demand in common use which by bulk purchase will yield a reduction in cost taking into account all stockholding costs.

9.3 Stores Procedures Stores stocks must be held in:

A physically secure place commensurate with the value of the stocks.

An environment that will minimise degradation of stocks and maximise shelf life. If appropriate, temperature control, humidity control or air filtration equipment (commensurate with the value of the stocks) should be installed.

Heads of Budget Centres are responsible for acquainting themselves with all relevant health and safety legislation concerning the storage and handling of stock and must ensure that stores operations comply with legislation. The Safety Adviser may be consulted in case of doubt.

9.4 Records Accurate records of stock levels, stock movements and stock value must be maintained at all times available for inspection by Internal Audit. Regular stock checks must be undertaken to verify that physical stocks match the stock record.

9.5 Stock Review Shelf life, stock level and rate of consumption should be reviewed regularly with a view to reducing wastage, capital invested and space. Slow or non-moving stock should be sold if possible including part write-off if necessary. Obsolete stock should be scrapped and written off.

9.6 The Director of Finance must be informed in writing prior to writing off any single stock line exceeding £5,000 in value (original purchase price or market value whichever is the greater). The Director of Procurement will assist in the advertisement and sale of surplus stock.

9.7 Central Stores Central stores must comply with all the regulations detailed for budget centres but, in addition, a stock account must be held and maintained on the University's financial management system. Purchases, sales and stock values must be accurately recorded and reconciled at the financial year end.

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document.doc Appendix A

Appendix AQuotations and Tenders

A1. Introduction

A1.1 Section 3.1 of these procedures requires all who purchase for the University “...to obtain supplies, equipment and services at the lowest possible cost consistent with quality and delivery requirements and in accordance with sound business practice, taking due account of relevant ethical and environmental standards.” The following regulations lay down the minimum standards concerning quotations and tenders that must be observed before any order can be placed.

A2. Document Retention Policy

A2.1 Copies of all quotations and tenders and any subsequent correspondence relevant to the suppliers’ offer, the tender opening record, the tender analysis, any scoring matrix and the written justification of the decision (as may be required below) must be kept until 6 months after the end of the financial year of purchase. After that, all unsuccessful quotations/tenders may be destroyed using confidential means. The winning quotation/tender must be kept until 6 months after the end of the contract (which is normally the date of acceptance of the goods or services).

A3. All purchases

A3.1 It is University policy to support collaborative contracts. Accordingly, orders should, wherever possible, be based on:-

a current local, regional or national contract as may be published from time to time on the Purchasing web site (www.pcweb.liv.ac.uk/purchasing).

or:

for certain high value grant programmes (such as SRIF), where categories of equipment are procured collaboratively by a co-ordinator on behalf of a number of universities

The appropriate contract reference must be noted on the purchase order.

A4. Purchases below £1,000 in value exclusive of VAT

A4.1 It is always advisable to obtain at least two quotations but that is not a mandatory requirement at this level. Departments are nevertheless obliged to seek best possible value for money.

A5. Purchases over £1,000 and up to £5,000 in value exclusive of VAT

A5.1 In cases where it has not been possible to use a collaborative contract, orders must be based on at least two written quotations, which may be in the form of a formal written quotation or a fax or an email. Emails must be kept on file either as hard copy or electronically. Quotations must be kept on file and referenced to the purchase order number. A current supplier’s catalogue, either in hard copy or web-based form may be used in lieu of a written quotation. The source must be noted on the purchase order.

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A6. Purchases over £5,000 and up to £75,000 exclusive of VAT

A6.1 In cases where it has not been possible to use an existing collaborative contract, orders must be based on a firm price quotation, which must be drawn from at least three written quotations, which may be in the form of a formal written quotation or a fax or an email. Emails must be kept on file either as hard copy or electronically. All quotations must be kept on file and referenced to the purchase order number together with a brief written statement explaining the reason for the chosen quotation.

Important Note - For All Orders Over £20,000 excluding VAT:- Copies of all quotations and supporting documentation must be sent or delivered to the Procurement Department and must be clearly marked with the order number to which they refer. Orders will not be cleared without this documentation. Verbal quotations are not acceptable; they must be confirmed in writing (email will suffice). Orders with estimated prices or with no price at all will be rejected by the Procurement Department.

A7. Purchases over £75,000 and up to the EU Threshold

A7.1 The EU Threshold for the 2006 and 2007 calendar years is/was £144,459.

A7.2 In cases where it has not been possible to use a collaborative contract, orders must be based on sealed bid tenders from at least 3 potential suppliers issued in accordance with the University’s “Guide to Tendering” and using the model “Invitation to Tender” document. The following documents are down-loadable on the Purchasing web site: www.pcweb.liv.ac.uk/purchasing:-

Guide to Tendering - Appendix C

Model Invitation to Tender - Appendix D

Tender Opening Record - Appendix E

Single Supplier Justification Form - Appendix F (explained below – see paras. A7.6 and A7.7)

Model Award of Contract Letter - Appendix G

A7.3 Departments in any doubt about conducting sealed bid tenders should contact the Director of Procurement (42154) who will be happy to provide advice, guidance or assistance.

Mandatory Supporting DocumentationA7.4 The following documentation MUST be sent or delivered to the Procurement

Department, clearly referencing the order number to which they refer:

A copy of the tender opening record

A copy of the successful tender

A brief statement explaining the reason for selecting the winning bid

The Award of Contract letter (2 copies)

The Purchase Order

A7.5 The Procurement Department will reject orders without the above supporting documentation.

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Sole supplier situations.A7.6 In rare cases, only two or possibly only one supplier may exist. In these circumstances

the sealed bid tender must still be used and the order must be accompanied by:

A copy of the tender

A Single Supplier Justification Form

The Award of Contract letter (2 copies)

The Purchase Order

A7.7 The Single Supplier Justification Form sets out the reasoning behind the sole supplier claim and is down-loadable from the Purchasing web site: www.pcweb.liv.ac.uk/purchasing. Single supplier justifications are open to challenge by the Director of Procurement.

A8. Purchases over the EU Threshold

A8.1 The Director of Procurement MUST be consulted well in advance and will normally administer the tender process. The University is obliged by law to advertise such tenders in the Official Journal of the European Union (OJEU) and to administer them in accordance with the appropriate legislation. Departments are responsible for providing to the Director of Procurement a full specification for the required equipment or services.

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document.doc Appendix B

Appendix B

European Union Procurement Regulations

B1 Background

B1.1 EU Procurement Directives are intended to promote intra-community trade by requiring public and semi-public bodies (contracting authorities) to follow defined procedures when letting large contracts. Each member country has transposed the directives into domestic law. In the U.K. this has resulted in Statutory Instruments covering public supply contracts, public services contracts and public works contracts enacted since 21/12/91 (13/1/94 for services), the most recent enactment being the Public Contracts Regulations 2006, which came into force on 31st January 2006. Other legislation applicable to the utilities sector (as contracting authorities) does not concern universities.

B1.2 Under the supply, works and services regulations the definition of a contracting authority includes universities. A breach of the regulations is actionable by a supplier or potential supplier. The court may stop a contract before it is awarded (but not after), and has the power to award damages.

B2 The Legislation

B2.1 The regulations cover:-

‘Supplies’, which applies to most goods, including substances, growing crops, ships, aircraft and vehicles.

‘Works’ which applies to construction (including design) of work or works (generally building or civil works) undertaken by a contracting authority.

‘Services’ which applies to contracts for services such as transport, banking, insurance, purchase of research and development, accounting, auditing, book-keeping, management consultancy, architects, engineers, surveyors, publishing and printing, sewerage, refuse disposal and sanitation. This list is not exhaustive.

B2.2 The regulations apply to written contracts for all forms of procurement, purchase or hire (whether or not hire purchase) with a total value exceeding a threshold value. The thresholds are 211,000 Euro for supplies and services contracts, and 5,278,000 Euro for works contracts. From time to time these values are converted to £ sterling amounts and published in the Official Journal of the European Union. The current values can be found on the Procurement Office web site. Perpetual hire contracts are calculated at 48 times their monthly value for threshold purposes. The current sterling values (for the 2006 and 2007 calendar years) for these thresholds are:-

Supplies and services contracts: £144,371

Works contracts: £3,611,319

B2.3 It is not permissible to split up a contract for the purpose of avoiding the application of the regulations.

B2.4 For works contracts, the rules on thresholds are complex. Where the aggregate of a series of contracts for the same project exceeds the works threshold, the advice of the Director of Procurement must be sought.

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B2.5 Proposed contracts must, in most cases, be advertised in the Official Journal of the European Union (OJEU).

B2.6 Five procedures are available:

The Open Procedure Any supplier may apply for a copy of the contract documentation and may submit a tender which must be considered by the contracting authority. Not less than 52 days must be allowed for receipt of tenders, though emergency procedures exist under strictly defined circumstances.

The Restricted Procedure In certain circumstances, contracting authorities may invite applications to be placed on a restricted tender list. Suppliers have not less than 37 days to submit this application. The contracting authority may then select the suppliers to whom tender documents will be issued. A further 40 days must be allowed for the submission of tenders.

The Negotiated Procedure In very strictly defined circumstances the contracting authority may invite selected suppliers to negotiate. It is not always necessary to pre-advertise in the Official Journal but an award notice must be published.

Competitive Dialogue This is available in limited circumstances where what is being procured is a ‘particularly complex contract’. This will be the case where the contracting authority cannot define the technical specifications capable of satisfying its needs and/or when it cannot specify the legal/financial make-up of a project. The stated aim of the competitive dialogue is to enable the contracting authority to develop the specification with the input of participants, whereas the stated aim of the negotiated procedure is to adapt tenders to the contracting authority's requirements. During the dialogue all aspects of the contract can be discussed individually with participants. When the dialogue has generated solutions to the contracting authority's requirements, tenders based on each participant's individual solution are invited.

Dynamic Purchasing System (DPS) This is a multi-supplier collection of standing electronic offers. Admission to the DPS is on the basis of ‘indicative’ tenders from suppliers following a standard open procedure process. Once a particular need has arisen a supplementary OJEU notice must be placed and a short period allowed for any last suppliers to join the DPS. Thereafter everyone on the DPS must be allowed to bid for the particular business that has arisen. All business is conducted electronically.

The regulations confirm the legitimacy of using e-auctions and framework contracts and stipulates detailed rules for their conduct.

B3 Contract Award

B3.1 All selection procedures must be even handed, consistent with stated criteria and must not discriminate on grounds of nationality. Specifications must be based on EU standards whenever possible and must not quote brand name or ‘make’. Descriptions must not be such as to define one product to the exclusion of any competing products.

B3.2 The Director of Procurement is responsible for ensuring that the University complies with its legal obligations concerning EU procurement legislation. All departments are required to co-operate by notifying the Director of Procurement of any purchases likely to exceed the appropriate threshold (para. B2.2). Advice can be sought from the Director of Procurement on 42154.

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B4 The Standstill Period

B4.1 There is a requirement to have a mandatory standstill period between the contract award decision and the actual contract award.

B4.2 The main points are summarised here.

A minimum 10 days’ mandatory standstill period must be observed between communicating the award decision to all tenderers and contract conclusion.

The standstill period does not apply:

to below threshold procurements

to procurements outside the full scope of the procurement directives

where single tendering takes place under the urgency provision of the negotiated procedure.

When notifying the award decision, the notification must contain:

the award criteria

where appropriate, the tenderer’s score

where appropriate, the winning tenderer’s score

the name of the winning tenderer

Debriefing rules include:

the requirement to provide additional debriefing within the standstill period if requested by an unsuccessful tenderer before the end of the second working day of the standstill period

allowing three working days between this debriefing and end of the standstill period.

The standstill to be

extended if necessary, eg, around public holidays and weekends

started the day after the award decision is issued and ended on a working day.

B4.3 If there is a legal challenge, the University should wait to see if interim measures are granted before proceeding. If interim measures are granted, the University should wait until the outcome of legal proceedings before concluding the contract.

B4.4 The impact of this is that notifications of the outcome of the award decision have to be emailed or faxed (and confirmed in writing) to all tenderers on Day 0. They then have until the end of 2nd working day to request an additional de-briefing. This de-briefing must be given within at least 3 working days before the end of the standstill period. The calculation of working days needs to take account of public holidays and weekends.

B5 Statistical Returns

B5.1 The Treasury are required by the directives to collect statistics on all public procurements effected by the legislation. Universities are requested annually by HEFCE to supply this information.

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document.doc Appendix C

Appendix CTHE UNIVERSITY OF LIVERPOOL

A Guide to Tendering

C1. Overview

C1.1 All purchases valued over £75,000 (excluding VAT) must be subjected to sealed bid tender. Please refer to Appendix A for the regulations on tenders. The model tender document (Appendix D – also available for downloading on the purchasing web site) should be amended to suit the particular purchase.

(IMPORTANT: The document is a model and must in all cases be adapted before use on any particular tender.)

C1.2 The model tender document is not suitable for:

service contracts

site work

C1.3 If in any doubt about the application of this guidance or the model tender document or the tendering regulations, please contact the Director of Procurement or one of his staff.

C1.4 If the intended purchase is likely to exceed the EU threshold (See Appendix B, para. 2.2) then you must contact the Director of Procurement before initiating any tender as EU procurement procedures will almost certainly apply.

C2 The Specification:

Aim to provide an “output” specification of what you require, e.g. to say that you want to water the garden at the rate of at least 2 gallons per minute will give tenderers an opportunity to offer, say, a hose pipe. If your specification calls for a watering can then the tenderer will have less scope to suggest potentially better alternatives.

Complexity and Content of the SpecificationC2.1 The complexity and content of a specification should be appropriate to the expected

value of the contract, the complexity of the equipment, and the importance of the equipment to the user.

C2.2 A good specification should:

state the requirement clearly, concisely, logically and unambiguously;

contain enough information for potential suppliers to determine and cost the equipment (and any associated services) they will offer;

permit offered equipment (and services) to be evaluated against defined criteria by examination, trial, test or documentation;

state the criteria for acceptance of the equipment by examination, trial, test or documentation;

contain only the essential features or characteristics of the requirement;

provide equal opportunity for all potential suppliers to offer equipment (and any associated services) which satisfies the needs of the user and which may incorporate alternative technical solutions;

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follow the correct approach to using European, international and national standards and quality assurance requirements;

be consistent and compatible with associated equipment or products currently in use or planned for future introduction;

include health and safety requirements;

use generic terms rather than specific supplier names (Using brand names limits competition; if it is necessary to use them, ensure that they are qualified with “or equivalent”.);

use an attractive format (This should look professional and encourage suppliers to read it carefully);

comply with any legal obligations under UK, EU or international legislation.

C2.3 A good specification should not:

over-specify requirements;

contain features that directly or indirectly discriminate in favour of, or against, any supplier, product, process or source.

Leading Edge TechnologyC2.4 Where equipment is specified at or near the ‘leading edge’ of technology it is common

for the specification to be developed in conjunction with one or more suppliers. It is important that this process does not result in a specification which is so detailed as to eliminate any effective competition. The focus should be on what the department or research project needs rather than specifying what the supplier can supply. The approach should be to specify performance rather than technical details. In the latter case there is the risk that the final product will be technically superb but does not do what is required.

C2.5 In discussing specifications with suppliers it is essential that no commitment is entered into prior to seeking tenders or quotations.

Include “Extras”C2.6 Consider specifying what is wanted on the basis that everything is negotiable. The

specification could include:

provision for on-site tests, and pre-negotiation trials if these are desirable;

a price which is fixed and firm, irrespective of inflation or exchange rate fluctuations;

free delivery, installation and commissioning;

maintenance cover for a specified period (e.g. the life of a research project);

the price of consumables;

details of spare parts availability for the life of the equipment, together with contractual minimum notice before the supplier ceases manufacture of spare parts;

handbooks with full maintenance instructions, including circuit diagrams;

training.

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Help from the Procurement DepartmentC2.7 If in any doubt, please contact the Procurement Department who are available to advise

or assist.

Test Against Statement of NeedC2.8 Before writing the specification it is a good discipline to prepare a Statement of Need

and share this with all interested colleagues. The completed specification can then be tested against this Statement of Need.

Whole Life Costing ConsiderationsC2.9 Every part of the specification could have whole life costing implications and the

specification should be drafted with whole life rather than just immediate cost in mind. (See also section C3.9.) The invitation to tender should be designed to elicit information which will make it easier to determine whole life costs. Some obvious examples are included at paragraph C2.6 above.

C2.10 Obsolescence factors also have a bearing on whole life costing. A piece of equipment may be capable of giving excellent service for 10 years, but may well be overtaken by better equipment after only 3 years.

C3. Action checklist

C3.1 Pre tender

Has an estimate of the cost been made? (Remember to consult with the Director of Procurement if the contract value is likely to exceed the EU procurement threshold.)

Refer to Appendix A for guidance on the number of suppliers to invite to tender. If, on investigation, you discover that only one supplier can meet the specification, then complete the Single Supplier Justification Form (available as a download from the purchasing web site: www.pcweb.liv.ac.uk/purchasing). Single supplier derogations will only be granted in exceptional and genuine cases.

Why not ring suppliers first to see if they are interested in tendering?

Decide on the criteria against which you intend to evaluate the tenders – see the guidance below.

C3.2 The tender itself

Use the tender template provided – Appendix D – also downloadable from the purchasing web site.

After the detailed specification, the construction of Appendix A to the Form of Tender (the Pricing Schedule) requires careful consideration. The downloadable version of this guide provides, by way of guidance, a typical Appendix A to the Form of Tender.

Allow adequate time for a response (at least 2 weeks) unless the product is an “off the shelf” item. Note that, in the case of EU procurements, minimum timescales are stipulated which must be observed.

It is good practice to have the unopened tenders directed for safe keeping to a person not directly requesting the goods/services.

Enclose a tender return label with each tender (with a precise name & address).

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Send tenders out 1st class post.

C3.3 During tender period

If the return date is to be extended confirm this in writing to all tenderers.

Ensure anyone giving out information by phone or on site visits works to an agreed and consistent set of facts.

Keep all returned tenders unopened and securely locked away until the opening time – and instruct colleagues who may handle incoming mail not to open tenders.

C3.4 Late Tenders

Contact any companies which have not returned a tender (it could be in the post).

A tender is valid if there is proof of posting before the closing date.

If a tender is clearly lost in the post then you may accept a fax copy on the understanding that it will only be valid when the original (with proof of posting) shows up.

Keep evidence of proof of posting on file e.g. a post marked envelope.

Don't accept late tenders i.e. no proof that they were received or post marked before the return date. Make a note on the Tender Opening Record (see below) and keep them, unopened, with the unsuccesful tenders.

C3.5 Tender opening

Don't open tenders before the deadline.

Have a panel of at least 2 people to perform the opening.

Document the process on the “Tender Opening Record” (see Appendix E - also available as a separate document on the Procurement Department web site).

Ensure the panel members initial all the pages containing prices or, if practical, every page (this saves any arguments over what was submitted).

Has the tender been signed? (If not it isn't binding).

C3.6 Tender Evaluation

Perform the evaluation as soon as possible after opening.

Score the tenders as per the agreed criteria (never add to or delete published criteria; your decision could be open to challenge).

Try to get 3 people to evaluate the bids (an odd number may prevent conflict when scoring).

Ensure those evaluating the tenders declare they have no unethical interest in the companies tendering.

Agree a joint score, not 3 separate score sheets.

Document your justification for the scores.

Write to unsuccessful tenderers.

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Keep unsuccessful tenders on file until 6 months after the end of the financial year of tender. (See Appendix A, para. A2).

Offer unsuccessful tenderers the option of constructive feedback as to where their bid failed (this will help them improve next time).

Don't give tenderers grounds to question your decision (if you can't defend your decision it may be the wrong one).

Create a purchase order accepting the winning bid and in it make reference to your ITT, their tender, and any subsequent documents (with dates), all of which form the contract.

Should any post tender negotiation take place then any amendments to the offer should be stated or referred to on the order.

C3.7 Suggested Scoring System:0 No relevant response1 Totally inadequate2 Serious deficiencies3 Poor4 Inadequate5 Barely adequate6 Satisfactory7 Generally very good but lacking some fine

details8 Generally good with no apparent weaknesses9 Very good10 Exceptional, innovative

C3.8 Evaluation criteria:

List the criteria in order of importance.

Give each criterion a weighting e.g. ranging from 1 for the least important to 10 for the most important.

Criteria can have equal status and weighting.

Don't use criteria which are so similar you could mark the same qualities twice.

Don't pick too many criteria.

Don't pick too many subjective criteria which are difficult to score e.g. 'Durability'.

Score each bid – consider using the Whole Life Costing tool, which has been designed to help you to document the evaluation – see section C3.9.

Compare the score with the total cost of acquisition i.e. your decision takes account of not just the purchase price but also the other factors important to you such as compliance with specification, cost of carriage, spares, disposal etc.

Decide which bid represents best value for money, taking account of all your criteria.

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Example:-

Company A Company BTotal cost of acquisition £20,000 £21,000Criteria Weight Score Weighted

ScoreScore Weighted

ScoreCompliance with Specification

10 7 70 9 90

Lead time 10 8 80 7 70Price 10 10 100 9 90After sales Service 9 5 45 8 72Spares availability 8 10 80 10 80Ease of use 5 5 25 6 30Environmental impact 2 5 10 10 20Total quality score 410 452Decision Reject Accept

C3.9 Whole Life Costing

The Whole Life Costing tool is an Access application which can be down-loaded from the Purchasing web site: http://www.pcweb.liv.ac.uk/purchasing/. It comes complete with a User Manual and is designed to help you through the above evaluation process.

C3.10 Decision:

To place the order with company B, who offer better compliance with specification, better after sales service and a more environmentally friendly product. The 5% price difference can be justified by the 10% difference in criteria scores.

C3.11 Value for Money:

As consumers we all know cheapness isn't necessarily value for money. We need to strike a balance between what we can afford, the quality of the goods/services on offer and what we need as opposed to what we would like.

C3.12 Award of Contract:

The award of contract is affected by issuing an Award of Contract letter (as per Appendix G and an official University of Liverpool purchase order via the Director of Procurement - please refer to Appendix A Quotations and Tenders

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document.doc Appendix D

Appendix DModel Tender Documentation

LETTER OF INVITATIONOn University Letterhead

[Company Name, Address and Contact Name][Date]

Dear Sirs,

INVITATION TO TENDER FOR THE PROVISION OF [DESCRIPTION OF GOODS].

You are invited to submit a tender for the provision of [description of goods].

Enclosed are the following documents which, together with this letter, are referred to as the ‘Invitation to Tender’:-

A Conditions of Tender

B Specification and Further Particulars - which will form the basis of Annex A to the Proposed Form of Contract

C Questionnaire

D Form of Tender

E Terms and Conditions of Contract

We should be grateful if you would acknowledge this letter promptly, indicating whether or not you will be submitting a tender. If you decide to tender, please confirm that you have read and that you agree to the Conditions of Tender. If you decide not to tender, please return the documents as soon as possible.

Tenders should be submitted by completing the enclosed C - Questionnaire and D - Form of Tender in full together with any supporting attachments and returning three sets to this office, using the address label provided, to arrive no later than 12.00 Noon. on [tender return date].

If you have any questions about this tender please refer to the undersigned.

We look forward to hearing from you in due course.

Yours faithfully,

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ATHE UNIVERSITY OF LIVERPOOL

TENDER FORTHE PROVISION OF [DESCRIPTION OF GOODS].

CONDITIONS OF TENDER

1. General

1.1 Compliance with the Invitation to Tender

The Tender is to be made strictly in accordance with the requirements of this Invitation to Tender. In the Invitation to Tender: the terms ‘You’ or ‘Your’ or ‘Tenderer’ may be used interchangeably and shall be taken to mean your firm/company/organisation as a Tenderer; the Terms ‘Firm’ or ‘Company’ or ‘Supplier’ or ‘Consultant’ may be used interchangeably and shall be taken to mean a Firm appointed to this proposed contract.

1.2 Acknowledgement

Please acknowledge receipt of these tender documents and indicate whether or not You will be tendering. If You will be tendering, please confirm that You have read and that You accept these Conditions of Tender.

1.3 Return if not Tendering

If You decide not to submit a Tender then please return the Invitation to Tender package to [insert University person responsible for this tender] as soon as possible.

1.4 Enquiries concerning the Tender

If You require clarification concerning any aspect of this tender, please contact [contact details of University person responsible for issuing the tender].

1.5 Independent Tender

By submission of a Tender You warrant that:(a) The prices in the Tender have been arrived at independently, without

consultation, communication, agreement or understanding for the purpose of restricting competition, as to any matter relating to such prices, with any other Tenderer or with any competitor.

(b) Unless otherwise required by law, the prices which have been quoted in the Tender have not knowingly been disclosed by You, directly or indirectly, to any other Tenderer or competitor, nor will they be so disclosed.

(c) No attempt has been made or will be made by You to induce any other person or firm to submit or not to submit a Tender for the purpose of restricting competition.

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1.6 Freedom of Information Act

The University of Liverpool is committed to meeting their responsibilities under the Freedom of Information Act 2000.

Accordingly, all information submitted to the University may need to be disclosed and/or published. If you consider that any of the information included in your tender would give rise to an actionable breach of confidence and/or would prejudice your commercial interests, and/or constitute trade secrets (‘commercially sensitive’) please identify it and explain (in broad terms) what harm might result from disclosure and/or publication. You should be aware that, even where you have indicated that information is commercially sensitive, we may be required to disclose and/or publish it, whether or not your tender is accepted. We may also require to disclose and/or to publish details of unsuccessful tenderers.

Whilst information of a sensitive nature in unsuccessful tenders, (e.g. pricing and daily rates) will not normally be disclosed and/or published, in certain circumstances we may be required to disclose and/or publish such sensitive information where the public interest in its disclosure and/or publication outweighs the public interest in keeping such information confidential.

1.7 Modification by the University

Any advice of a modification to the Invitation to Tender shall be issued at least seven days before the Tender Date and shall be issued as an addendum to, and shall be deemed to constitute part of, the Invitation to Tender. If necessary, the University shall revise the Tender Date in order to comply with this requirement. Only in exceptional circumstances will an extension of time and/or date for return of the Tender be granted.

1.8 Cost of Tendering

The University will not be responsible for any costs or expenses incurred by You in connection with the preparation or delivery or in the evaluation of the Tender.

1.9 Interpretation of Requirements

It is incumbent on tenderers to ensure that they have all the information required for the preparation of their tenders and that they satisfy themselves about the correct interpretation of terminology used in the tender documentation. Tenderers must also ensure that they are fully conversant with the nature and extent of the obligations to be accepted by them if their tender is accepted.

1.9 VAT

Tenderers must make a clear statement in respect of the current application (or otherwise) of VAT to the provision of the services which are the subject of this procurement.

2. Treatment of Tender

2.1 The University’s discretion

The University does not undertake to accept the lowest Tender, or part, or all of any Tender, and the acknowledgement of receipt of any submitted Tender shall not constitute any actual or implied agreement between the University and the Tenderer. The University reserves the right at its sole discretion to accept any part, or all, of any Tender or Tenders.

2.2 Tenders not Returned

No part of the Tender submitted will be returned to You.

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2.3 Results of Tendering

An evaluation team will consider all Tenders correctly submitted and will select one or more with a view to reaching a contractual agreement subject to clarification of any outstanding matters. As part of the selection process You may be required, if short-listed, to provide equipment demonstration(s) and / or to attend the University to make an oral presentation of Your tender.. When the final decision on the results of the Invitation to Tender has been taken all Tenderers will be informed in writing whether or not they have been successful.

2.4 Contract

Any contract which may result from this Invitation to Tender will be based upon the Specification and Further Particulars, the Form of Tender, the Proposed Form of Contract and any changes which may be agreed in writing following post-tender clarification which, taken as a whole, shall comprise “the Contract”.

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BTHE UNIVERSITY OF LIVERPOOL


SPECIFICATION AND FURTHER PARTICULARS

[Insert here a full technical specification of the goods to be supplied and/or work to be undertaken. Section C2 of Appendix C “A Guide to Tendering” provides guidance on writing specifications.]

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CTHE UNIVERSITY OF LIVERPOOL


QUESTIONNAIRE

The purpose of this questionnaire is to facilitate objective selection based upon the Tenderer demonstrating relevant experience of the type of supply and/or work, ability to complete the project successfully, and a good management structure to control the execution of the supply and/or work.To be completed by Tenderers who are willing and able to supply the goods and/or undertake the work as defined in this Invitation to Tender.

Please provide complete answers in English (even if in the negative) to all of the following questions using the same paragraph numbers. Answers should be supported by evidence, referring where necessary to attachments. A nil response to any question, or meaningless responses (e.g. ‘Noted’) will be marked down in evaluation. Statements such as ‘we comply’ are insufficient without supporting information. All attachments should be clearly labelled and cross-referenced with the relevant Questionnaire paragraph number. The completed Tender will only be considered if the Questionnaire has been fully completed and has been signed by an authorised officer of the Tenderer. (Note: The text boxes may be adjusted in size to accommodate Your answers.)

1. Freedom of Information Act Statement

Liverpool University is committed to meeting their responsibilities under the Freedom of Information Act 2002.

Accordingly, all information submitted to the University may need to be disclosed and/or published. If you consider that any of the information included in your tender would give rise to an actionable breach of confidence and/or would prejudice your commercial interests, and/or constitute trade secrets (“commercially sensitive”) please identify it and explain (in broad terms) what harm might result from disclosure and/or publication. You should be aware that, even where you have indicated that information is commercially sensitive, we may be required to disclose and/or publish it, whether or not your tender is accepted. We may also require to disclose and/or to publish details of unsuccessful tenders.

Whilst information of a sensitive nature in unsuccessful tenders, (e.g. pricing and daily rates) will not normally be disclosed and/or published, in certain circumstances we may be required to disclose and/or publish such sensitive information where the public interest in its disclosure and/or publication outweighs the public interest in keeping such information confidential.

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2. Company Structure

2.1 Please state the name of the Company, making this submission, i.e. the legal entity of the Tenderer.

2.2 Please state the year the Company was Established …………..

2.3 If the Company is part of a larger group, please provide details, including Parent, Holding, Subsidiary or Associated Companies, indicating the ultimate owner.

2.4 Please provide details of any changes in ownership (including Parent, Holding, Subsidiary or Associated Companies) in the last 3 years.

2.5 Please provide the following information:

(a) Address of Registered Office

(b) Address from which the contract would be managed

(c) Company Registration Number

(d) VAT Number

(e) Contact name and direct contact details of the person who will be dealing with this contract.

(f) Telephone and Fax numbers

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(g) E-Mail addresses

3. Financial Standing

3.1 Applicants should provide the following information:

(a) A short statement describing the financial health of the company and its ability to carry out and sustain the likely cash flow for a contract of this size. The statement should also confirm that the company will be able to purchase materials and goods at the appropriate times and pay sub-contractors without delay. Audited accounts are not required at this stage but may be required before an order is confirmed;

(b) the turnover of the company for each of the last three years;

3.2 Would you be prepared to authorise your bank to furnish an opinion as to your organisation’s financial strength?Yes/No

If not, why not?

3.3 Please provide your bank’s name, address and account details. (Note: we shall only approach your bank if you are being short-listed and other financial checks indicate cause for concern.):

4. Relevant Experience

4.1 A representative list of users of identical equipment and/or services in the UK and/or mainland Europe. If there is no such user, then a list of customers of similar equipment and/or services.

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4.2 Please provide, for reference purposes, the contact details of three clients (name, address, contact, tel/email), to whom you have supplied similar equipment and/or services.

5. Quality Assurance/Competency Assessment

It is desirable that Suppliers be quality assured to BS EN ISO 9002, 1994 or the equivalent European Standard.

5.1 State whether registered to BS EN ISO 9002 or the equivalent European Standard or whether compliant with another Quality Management System. Certificates should not be sent at this stage but may be required from short listed applicants.

5.2 Provide details of your staff-training programme – no more than half A4 page.

5.3 Does the Company provide the training for Employees free of charge? Yes/No

5.4 Please provide details of all relevant Trade Association memberships.

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6 Delivery

6.1 Please quote your best lead-time (delivery timescale from date of receipt of order to date of delivery) for delivery to [Insert delivery address].

7 Installation

7.1 Please provide full details of any special installation requirements (e.g. mains electricity, environment, building).

8 Support

8.1 Please provide a summary of the provision for user support and service engineers in UK and/or mainland Europe.(Note: Please provide prices for maintenance – all options – in the Pricing Schedule – Appendix A to Part D, Form of Tender.)

9 Warranty

9.1 Your tender price must include, at the least, a comprehensive one year on-site warranty covering all parts and labour. Please confirm warranty details:

10 Training

10.1 Please provide details of training provided within the tender price(Note: Any prices for additional training that might be required from time to time should be quoted in the Pricing Schedule – Appendix A to Part D, Form of Tender.).

11 Health and Safety/Environmental/Insurance:

11.1 Does your Company have a Health and Safety Policy Manual? Yes/No

11.2 Does your Company produce detailed Method Statements for all the work activities undertaken? Yes/No

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11.3 Does your Company undertake Risk Assessments for all activities of your work? Yes/No

11.4 Does your Company undertake manual handling assessments? Yes/No

11.5. Does your Company carry out COSHH Assessments? Yes/No

11.6 Does your Company supply personal protective equipment for your staff free of Charge? Yes/No

11.7 Please provide full details of your safety record, listing any court cases/convictions/breaches/prohibition notices or Improvement notices (including Current/Pending) under the Health and Safety Legislation which your Company or any individual employed by your Company has been involved with in the last 3 years.

11.8 Please provide full details of your Environmental record, listing any court cases/convictions/breaches/prohibition notices or Improvement notices (including Current/Pending) under the Environmental Legislation which your Company or any individual employed by your Company has been involved with in the last 3 years.

11.9 Please provide details of any court cases/breaches/industrial tribunals which have not been detailed in the sections above.

11.10 Please provide details as requested below of Public Liability, Professional Indemnity, and Employers Liability Insurance Policies including insurer, policy number, expiry dates and insurance limits and detailing any restrictions or limitations.

EMPLOYERS LIABILITY INSURANCE

INSURERS ..................................................................................................

BRANCH..................................................................................................

POLICY NO...................................................................................................

EXPIRY DATE ..................................................................................................

Please indicate present indemnity limit £ ..............................

Does the policy include an Indemnity to Principal Clause?................... ............

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PUBLIC LIABILITY INSURANCE

INSURERS........................................................................................................

BRANCH.........................................................................................................

POLICY NO ......................................................................................................

EXPIRY DATE ..................................................................................................

Please indicate present indemnity limits :

Public Liability: £ ..............................

Products Liability £ ..............................

Does the policy cover liability arising from the following? Please indicate if there are

any inner limits ...........................................................................

1. Fire and explosion...............................................................

2. Liability for defective design, plan or specification……………………………..

3. Liability for workmanship or materials ...............................................

4. Indemnity to Principals ......................................................

5. Contractual Liability...........................................................

6. Are there any exclusions or restrictions on the policy relevant to the contract?

If so, please specify ..........................................................

CONTRACTORS ALL RISKS INSURANCE

INSURERS…...........................................................................................................

BRANCH…...........................................................................................................

POLICY NO…............................................................................................................

EXPIRY DATE …...........................................................................................................

Please indicate limit any one contract site £ …......................

1. Does the policy contain an Indemnity to Principals clause?...................................

2. Does the policy cover include damage to the contract works arising from :

(a) Defective design, plan or specification ….....................................................

(b) Defective workmanship or materials …......................................................

3. Is cover on an “All Risks” basis? …....................................................

4. Is there an excess on the policy? If so, please advise on the amount of the

excess. …............................................................

5. What territorial limits are applicable to the policy?..............................................

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PROFESSIONAL INDEMNITY INSURANCE

INSURERS........................................................................................................

BRANCH.........................................................................................................

POLICY NO ......................................................................................................

EXPIRY DATE ..................................................................................................

Please indicate the present indemnity limits :…………….....................

Please indicate the duration of the indemnity……………………….

12. Company Policies/Procedures

Basic Equality Data

12.1 Do You have policies and procedures in place to comply with the following legislation that applies in Great Britain? (or equivalent legislation in the countries in which You employ staff, whichever is applicable):

a) The Race Relations Act 1976? Yes / No

b) The Sex Discrimination Act 1975, as amended ? Yes / No

c) The Equal Pay Act 1970 ? Yes / No

d) The Disability Discrimination Act 1995 ? Yes / No

12.2 In the last three years, has any finding of unlawful racial or sexual or disability discrimination in the employment field or breaches of the Equal Pay Act been made against You by the Employment Tribunal, the Employment Appeal Tribunal or any court or in comparable proceedings in any other jurisdiction ?

Yes / No

If the answer to either or both of the above is yes, please provide details below of each occasion (expand the table if required) and state what corrective organisation change action You have taken as a consequence of each finding:

Date Unlawful Finding Corrective Action Taken

I/We warrant that the above statements are complete and accurate answers to the Questionnaire. I/We acknowledge that any responses subsequently found to be incorrect may result in disqualification.

Signed…………………………………………………….

Print Name……………………………………………….

Position within the Company……………………………..

Date……………………………….

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DTHE UNIVERSITY OF LIVERPOOL


FORM OF TENDER

To the University of Liverpool

I/We offer to supply to the University of Liverpool in accordance with the enclosed Terms and Conditions of Contract and Specification, the Goods at the rates/prices detailed in the Price Schedule enclosed.

I/We agree that any other terms or conditions of contract or any general reservations which may be printed on any correspondence emanating from us/me in connection with this tender or with any contract resulting from this tender, shall not be applicable to the Contract.

I/We agree that any contract that may result from this tender shall be subject to the law of England as interpreted in an English Court.

The prices quoted in this tender are valid and open to acceptance by you for a period of 90 days from the tender return date specified in your Invitation to Tender.

I/We declare that this is a bona fide tender, intended to be competitive and that we have not fixed or adjusted the amount of the tender by or under or in accordance with any agreement or arrangement with any other person.

I/We further declare that I/We have not done and I/We undertake that I/We will not do any of the following acts:-

Communicate with a person, other than the person calling for this tender, the amount or approximate amount of the proposed tender

Enter into any agreement or arrangement with any other person that he/she shall refrain from tendering or as to the amount of any tender to be submitted

Offer to pay or give, or agree to pay or give, any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender for the requirement any act or thing of the sort described above.

In this declaration the word “persons” includes any person and any body or association, corporate or incorporate. The words “agreement or arrangement” include any such transaction, formal or informal, whether legally binding or not.

Signed:…………………………………… Name:…………………………………

For and on behalf of (insert full name of business)

…………………………………………………………………………………………

Address of Registered Office:………………………………………………………..

…………………………………………………………………………………………..

Date:………………………...

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#APPENDIX A TO THE FORM OF TENDER

PRICING SCHEDULE

Price:

We require a FIXED ‘on delivery’ price (valid for 90 days) in UK Pounds Sterling, including:- manufacturing, any pre-delivery acceptance tests, packing, delivery, insurance (to hand over on our premises), installation, commissioning, training and warranty.

Payment:

Payment to be on the basis of 100% within 35 days of final acceptance of the whole system following acceptance tests.

DESCRIPTION QUANTITY

UNIT PRICE

TOTAL

Please attach full technical and performance specifications of the proposed equipment. Please provide here an itemised price for the equipment, software and any associated optional features.

TOTAL

Value Added Tax.

The prices contained herein shall exclude Value Added Tax, which shall be chargeable, where appropriate, in accordance with Government legislation.

[Note: Prices for any alternative proposals you wish to make should be included in Appendix B in a similar format to this Appendix A.]

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APPENDIX B TO THE FORM OF TENDER

ALTERNATIVE PROPOSALS

[Include here any alternative proposals you wish to submit for consideration, together with their costings. You are not required to complete this Appendix but innovative proposals designed to provide better value for money for the University would be welcome.]

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APPENDIX C TO THE FORM OF TENDER

QUALIFICATION OF THE CONTRACT

[The Tenderer should submit details under this heading only if unable fully to comply with the Specification or other aspects of the proposed Contract. A nil response here will signify unqualified acceptance of the Contract in its entirety.]

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ETHE UNIVERSITY OF LIVERPOOL


TERMS AND CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT FOR THE SUPPLY AND INSTALLATION OF GOODS

1. GENERAL

1.1. These Conditions supersede any terms of any kind referred to, offered or relied on by the Seller at any stage in the dealings between the Buyer and the Seller, unless the Buyer expressly accepts in writing that such terms shall apply to the Contract. In this context, quotations referred to in the Contract are referenced only for price, delivery and quantity.

1.2. Unless the Buyer and the Seller agree otherwise in writing, if there is any inconsistency between the terms of the following documents they will apply in the following order:-

1.2.1. An agreed amendment to the Purchase Order and/or any of these Conditions of Contract;

1.2.2. The terms on the face of the Purchase Order;

1.2.3. The terms of any Attachments;

1.2.4. These Conditions of Contract.

2. DEFINITIONS

2.1. ‘Buyer’ shall mean the University or Higher Education Institution or Research Council or any wholly owned or associated subsidiary thereof named on the Purchase Order.

2.2. ‘Seller’ shall mean the person, firm, or company to whom the Purchase Order is addressed.

2.3. ‘Goods’ and ‘Services’ means the goods and services respectively which are to be supplied by the Seller to the Buyer under the Contract.

2.4. ‘Packaging’ includes bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers.

2.5. ‘Purchase Order’ shall mean the Buyer’s purchase order form which details the instructions to the Seller.

2.6. ‘Contract’ shall mean:

2.6.1 an individual contract for the supply of particular Goods and/or Services formed by a document signed by both parties and incorporating these Conditions of Contract or by the acceptance of a Purchase Order; and

2.6.2 except in Clauses 17.1.1 and 17.7, any ongoing contractual relationship between the Buyer and the Seller for the supply of Goods and Services and incorporating these Conditions of Contract.

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2.7. ‘Delivery’ shall mean the delivery (including off loading and setting in the designated place) of the Goods and/or the provision of the Services; and ‘Deliver’ shall be interpreted accordingly.

2.8. ‘Installation’ shall mean the installation of the Goods onto the location and into the operating environment specified by the Buyer; and ‘Install’ shall be interpreted accordingly.

2.9. ‘Completion Date’ shall mean the date specified on the Purchase Order, or in any Attachment, for the completion of the Delivery, and/or where applicable, the date by which it is intended that the Acceptance Certificate will be signed by the Buyer.

2.10. ‘Acceptance Certificate’ has the meaning given in Clause 16.4 of these Conditions of Contract.

2.11. ‘Acceptance Date’ means the date of the Acceptance Certificate or, if there is no Acceptance Certificate, the date on which the Buyer has accepted the Goods and Services in accordance with Clauses 15 and 16 of these Conditions of Contract.

2.12. ‘Amendment’ shall mean any variation to the Contract confirmed by an Authorised Purchase Order carrying the words 'Purchase Order Amendment Number ......' and/or by the issue of an instruction to vary the contract in accordance with Clause 13 hereof.

2.13. ‘Authorised’ shall mean signed by the authorised representative of the Buyer who is either named on the face of the Purchase Order, and/or on any signature sheet forming part of the Contract, and/or notified to the Seller by any of those people as being an authorised representative.

2.14. ‘Price’ means the agreed price of the Goods and Services.

2.15. ‘Fixed Price’ shall mean no variation of price nor reconciliation of costs is permitted, other than in accordance with Clause 4.2 of these Conditions of Contract.

2.16. ‘Specification’ means any technical specification for the Goods or Services contained in an Attachment.

2.17. ‘Site’ means the location(s) for the Delivery and Installation.

2.18. ‘Attachment’ means a document attached to these Conditions of Contract or attached to or referred to in a Purchase Order.

2.19. ‘Manufacturer’ means the original manufacturer of the Goods or the person who attaches its brand to the Goods.

2.20. ‘Intellectual Property Rights’ means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country, and all rights to apply for or register such rights.

2.21. ‘Warranty Period’ means the period applicable to the Goods and Services as defined in Clause 25.2 of these Conditions of Contract.

2.22. ‘EIR’ means the Environmental Information Regulations 2004;

2.23. ‘EIR Exemption’ means any applicable exemption to the Environmental Information Regulations;

2.24. ‘Exempted Information’ means any Confidential Information of the Seller that has been designated by the Parties as potentially falling within the absolute exemption relating to confidentiality in section 41 of FOIA as listed from time to time in the schedule to this Agreement.

2.25. ‘FOIA’ means the Freedom of Information Act 2000;

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2.26. ‘FOIA Exemption’ means any applicable exemption to FOIA including, but not limited to, confidentiality (section 41 FOIA), trade secrets (section 43 FOIA) and prejudice to commercial interests (section 43 FOIA);

2.27. ‘Information’ has the meaning given under section 84 of FOIA;

2.28. ‘Request for Information’ shall have the meaning set out in FOIA or any request for information under EIR.

3. AUTHORITY

3.1. The Buyer shall not be liable for any order, amendment, letter of intent, or instructions to proceed with an order unless and until it has been Authorised.

4. PRICES

4.1. Unless specifically agreed in the Contract all prices shall be in UK Pounds Sterling and shall be Fixed Prices for the duration of the Contract, inclusive of carriage, packaging and certification (where required) but exclusive of VAT. Prices shall be deemed to be exclusive of Duty unless otherwise specified on the face of the relevant Purchase Order.

4.2. The Seller shall be obliged to vary the Price downwards in the event of any reduction(s) in the Seller’s published price list for those Goods and Services, such that the list prices before discount to the Buyer fall below those ruling at any time prior to the payment of the invoice issued by the Seller for the Goods and/or Services. The Seller shall in any case be expected to vary the Price downwards in the event of any reduction in the cost of materials, labour or transport, such that the costs to the Seller fall below those ruling at the date of their tender, quotation or the award of the Contract/issue of the Purchase Order.

5. SELLERS TO INFORM THEMSELVES FULLY

5.1. The Seller shall be deemed to have examined the Specification and these Conditions of Contract. No claims from the Seller for additional payment will be allowed on the grounds of misinterpretation of the Specification (whether it was prepared by the Buyer or by the Seller) or these Conditions of Contract if the Seller could reasonably have sought clarification from the Buyer prior to the issue of the Purchase Order/award of the Contract.

5.2. Unless otherwise agreed in writing, the Seller shall be obliged to examine the Site.

6. THE INSTALLATION SITE

6.1. Unless otherwise specified in an Attachment and/or otherwise agreed in writing and/or stated on the face of the Purchase Order, the Seller shall be required to undertake a visit to the Site, and shall:-

6.1.1. issue a report detailing work to be carried out to prepare the Site for the Installation, or;

6.1.2. issue a certificate, stating that the Site is suitable and acceptable for the Installation to commence.

6.2. The report issued by the Seller in accordance with Clause 6.1.1 above must supply adequate information in sufficient time to enable the Buyer to prepare the Site for the Installation, and enable the Buyer to provide:-

6.2.1. a suitable supply of electric current and such other mains services as maybe required;

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6.2.2. all other required electrical and mechanical items and fittings, as specified by the Seller at the time of awarding the Contract and agreed by the Buyer (other than the Goods);

6.2.3. such facilities and environmental conditions as defined on the Purchase Order and/or in any Attachment.

6.3. In circumstances where the Seller issues a report in accordance with Clause 6.1.1, the Seller shall be required to re-examine the Site upon the notification by the Buyer that any work specified in the report has been completed and issue a certificate in accordance with Clause 6.1.2, or invoke the provisions of Clause 6.1.1 as appropriate.

6.4. The Buyer at its own expense shall ensure that such preparation and provision are made such that the Seller is able to Deliver the Goods and/or Services on the date specified for Delivery and Installation on the Purchase Order and/or in any Programme of Delivery and/or Installation contained in any Attachment. In the event that such preparation and provision are unsuitable for the purpose of the Installation as the result of an act or default of one party, then any costs which the other party can demonstrate as being reasonably and necessarily incurred due to that act or default shall be recoverable from the defaulting party.

7. ACCESS

7.1. The Buyer shall afford to the authorised personnel of the Seller at all reasonable times and with prior agreement, such access to the Site, (but not necessarily sole access) as may be necessary for the inspection of the Site and for the execution of Delivery and Installation, providing al-ways that the Buyer shall have the right to refuse to admit to, or order the removal from, the Site of any person employed by, or acting on behalf of, the Seller, or any authorised sub-con-tractor who, in the opinion of the Buyer (which shall be final), is not a fit and proper person to be on the Site. Action under this Clause shall not relieve the Seller of any of its obligations un-der the Contract.

7.2. The Seller must take reasonable care to ensure that, in the execution of the Delivery and In-stallation, they do not interfere with the operations of the Buyer, its employees or any other contractor employed on the Site.

7.3. The Seller may work on the Site only with the permission of the Buyer.

7.4. The Seller shall, without prejudice to any other obligations to the Buyer with regard to access to the Site:-

7.4.1. comply at all times with its statutory obligations in respect of Health and Safety at Work and the Buyer’s policies, procedures and/or reasonable instructions in respect of Health and Safety;

7.4.2. comply with any policies, procedures and/or reasonable instructions of the Buyer with regard to security when attempting to gain access to and egress from, and at all times when working on, the Site;

7.4.3. comply with any policies, procedures and/or instructions of the Buyer in respect of the use of any services and/or facilities to be provided by the Buyer in accordance with the Contract and/or as may otherwise be reasonably required in order that the Seller is able to meet its obligations under the Contract;

7.4.4. comply with any policies, procedures and/or instructions of the Buyer in respect of the Site and/or any other of the Buyer’s sites to which the Seller may have access for any purpose;

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7.4.5. ensure that any Installation and/or other Services which require the attendance of the Seller on the Site be undertaken during the Buyer’s standard operational hours unless otherwise agreed by the Buyer; and

7.4.6. leave the Goods and the Site in a clean and tidy condition at the end of each visit and upon completion of the Installation.

7.5. The Seller shall ensure that its personnel and the personnel of any agent and/or sub-contractor of the Seller shall comply with its obligations set out in Clauses 7.1 to 7.4 inclusive above.

8. QUALITY

8.1. In the absence of a Specification or sample, any Goods supplied in accordance with the Contract will be new and of good construction, sound materially, of adequate strength and free of defects in design materials and workmanship, and will be designed and manufactured so as to be safe and without risk to health when properly used.

8.2. The Goods and Services supplied must comply with the express terms of the Contract and all implied conditions, warranties and terms contained in the Sale of Goods Act 1979, and the Supply of Goods and Services Act 1982, as applicable to the Contract and as amended by any related statutes, and any statutory re-enactment(s) or modification(s) thereof.

8.3. The Goods and Services supplied must comply with all appropriate European Union Directives applicable and relevant at the time of the Delivery (in which case all Goods supplied must be clearly endorsed as being fully compliant as aforesaid by the application of the CE Mark in a position on the Goods which meets the requirements of the Directives).

8.4. If the Goods and Services comply with any British Standards Institution, European Union, International Standards Organisation or other applicable standard the Seller must, on the request of the Buyer, provide a copy of the standard free of charge.

8.5. The Seller will at the request of the Buyer provide the Buyer with copies of any relevant testing or compliance certificates for the Goods and Services.

9. STANDARDS OF THE INSTALLATION

9.1. The work required of the Seller to complete Installation shall be as defined on the Purchase Order and/or in any Attachment.

9.2. Without reducing the scope of any obligations imposed on the Seller by the terms of the Contract with regard to the standard of the Installation, the Seller shall use good quality materials, techniques and standards to execute the Installation with the care, skill and diligence required in accordance with the best industry practice.

10. MISTAKES IN INFORMATION

10.1. The Seller shall be responsible for and shall pay any extra costs occasioned by any discrepancies, errors or omissions in drawings, documentation or other information supplied in writing by the Seller whether or not approved by the Buyer, provided that such discrepancies, errors or omissions are not due to inaccurate drawings or information and decisions supplied in writing to the Seller by the Buyer.

10.2. The Buyer shall be responsible for, and shall pay any additional costs which the Seller can demonstrate as being reasonably and necessarily incurred as a direct result of the Seller acting upon any discrepancies, errors or omissions in any drawings, information and decisions supplied in writing to the Seller, by the Buyer. Any claims under this Clause must be made in writing, and will only be paid if accepted by the Buyer by means of the issue of an Amendment.

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11. PROGRAMME OF INSTALLATION

11.1. The Installation must be carried out in accordance with any timetable, or before any date, specified in the Purchase Order or in any Attachment.

12. PACKAGING, MARKING AND DELIVERY

12.1. All Goods must be adequately protected against damage and deterioration in transit and delivered, carriage paid. Any information related to the handling and storage of goods upon receipt must be clearly marked on the packaging and accompanying paperwork. The Goods shall be at the Seller's risk until delivered to the Buyer at the location specified in the Contract. Unless otherwise agreed the Seller will collect and dispose of all Packaging at no cost to the Buyer.

12.2. No deliveries shall be made to the Site without the prior permission of an authorised officer of the Buyer, and the Seller will seek that permission at least 48 hours before the intended delivery time.

12.3. The Seller shall provide all necessary labour, materials and plant required for the Delivery and Installation.

12.4. The Goods shall be transported and off-loaded at the sole risk and expense of the Seller. The Seller shall be responsible for the safe custody of any equipment which is the property of the Seller whilst it is held on the Buyer's property until the Acceptance Date, after which the Seller shall remove such equipment leaving the Site and premises in a clean and tidy condition. For the avoidance of doubt, any goods and/or equipment which are the property of the Seller shall be held on the Site at the sole risk of the Seller. The Buyer shall not be liable for any loss or damage to equipment as aforesaid howsoever caused, and shall have the right to charge for storage of the equipment in the event that the Seller fails to remove their equipment from Site within a reasonable period of time following Delivery.

13. VARIATIONS

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

14. DELAYS BY THE SELLER

14.1. Any time or period for Delivery, despatch, Installation and/or completion shall be the essence of the Contract. If the Seller fails to complete:-

14.1.1. any specific portion of the Installation by the date(s) specified in the Purchase Order, an Attachment or an Amendment;

14.1.2. the Installation of the Goods and/or Services by the Completion Date (or such revised dates as may be agreed in accordance with Clause 13 of these Conditions of Contract)

the Buyer shall have the right exercisable by giving notice to the Seller, at its sole discretion, either to:-

14.1.3. cancel the Contract whereupon the Buyer’s rights shall be as described in Clause 17 hereof, or

14.1.4. proceed with the fulfilment of the Contract whereupon the Buyer shall have the right to recover from the Seller any losses which they may have suffered as set out in Clause 14.2 hereof.

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14.2. In the event that the Buyer shall elect to proceed with the fulfilment of the Contract, and the Buyer shall have suffered a loss, then without prejudice to the Buyer’s rights as aforesaid the Buyer shall have the right to deduct, as liquidated damages and not by way of a penalty, from the Price either:-

14.2.1. the percentage stated in the Purchase Order and/or in any Attachment, and agreed at the time of awarding the Contract, of the total Price for each week or part thereof between the Completion Date and the Acceptance Date; or

14.2.2. where no percentage is specified, a sum equivalent to 1% (one per cent) of the total Price for each week or part thereof between the Completion Date and the Acceptance Date.

Such deductions so made shall be in full satisfaction for the failure of the Seller as aforesaid and are a pre-

estimate of the loss likely to be suffered by the Buyer as a result.

14.3. In any event the amount so deducted shall not exceed:

14.3.1. the maximum percentage of the total Price stated in the Purchase Order and/or in any Attachment where percentages have been agreed in accordance with Clause 14.2.1. or

14.3.2. a maximum of ten per cent (10%) of the total Price as stated in the Purchase Order or any Attachment, if the circumstances described in Clause 14.2.2 prevail.

Such deductions so made shall be in full satisfaction for the failure of the Seller as aforesaid and are a pre-estimate of the loss likely to be suffered by the Buyer as a result.

15. ACCEPTANCE TESTS

15.1. The Seller shall be required to undertake Acceptance Tests as detailed on the Purchase Order and/or in any Attachment.

15.2. Where the details of the Acceptance Tests to be implemented in accordance with this Contract are not specified in the Purchase Order or in any Attachment, the Acceptance Tests to be administered shall be defined (in the case of Goods) as those procedures published by the Manufacturer, or, where no such procedures are published and in the case of Services, the Acceptance Tests shall be those which are generally accepted as enabling the Buyer to satisfy themselves that the Goods and/or Services or specific portion thereof have been Delivered and/or Installed such that they are in accordance with the Contract.

15.3. If Goods are to be utilised with and/or installed on or with goods supplied by sources other than the Seller, including, but not limited to, computer application software to be utilised on or with computer hardware and operating system software to be supplied by the Seller in accordance with the Contract, the Buyer shall have the right to require that Acceptance Tests are undertaken in respect of the Goods used in that way or installed on those other goods.

15.4. The Seller shall give to the Buyer 7 days written notice, or such shorter notice as may be agreed, of the date when it will be ready to commence Acceptance Tests.

15.5. Unless otherwise specified in the Contract, it shall be for the Seller to provide the necessary equipment, labour and things of all kinds to carry out the Acceptance Tests.

15.6. The Acceptance Tests shall take place on the dates specified in the Purchase Order or in any Attachment, or such dates as the Buyer shall notify to the Seller in writing, unless otherwise agreed.

15.7. If the Seller fails to make such tests within the time stipulated, the Buyer reserves the right to

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undertake the Acceptance Tests specified. All Acceptance Tests undertaken by the Buyer shall be at the risk and expense of the Seller, unless the Seller shall establish to the satisfaction of an authorised officer of the Buyer that the tests were not being delayed, in which case such tests so made shall be at the risk and expense of the Buyer.

15.8. If the Goods and/or Services or any portion thereof fail to pass the Acceptance Tests, repeat tests shall be carried out within a reasonable time by the Seller. In the event that the Goods and/or Services or any portion thereof, are not in accordance with the Contract, then without prejudice to the Buyer’s rights under Clauses 14 & 17 of these Conditions of Contract the Buyer shall have the right to:-

15.8.1. require the Seller to supply, free of all charges, such additional or replacement goods and/or services as may be necessary to enable the Goods and/or Services to pass the Acceptance Tests;

15.8.2. accept and retain such of the Goods and/or Services as the Buyer may consider expedient at such reduced price as may be agreed by the Buyer and the Seller;

15.8.3. contract with a third party to enable the Goods and/or Services to pass the Acceptance Tests. In such circumstances any costs incurred shall be for the Seller's account, and shall be deducted from any sums due under the Contract, or otherwise under the Contract;

15.8.4. reject the Goods and/or Services, where they are not in accordance with the Contract.

16. ACCEPTANCE

16.1. If the Goods or Services fail to conform with the specification and/or the Contract, whether by reason of not being of the required quality, or fit for the purpose stipulated either in the specification issued by the Buyer or in accordance with the Seller’s published specifications, and whether the Goods and/or Services have been subjected to Acceptance Tests or otherwise, the Buyer shall without prejudice to their rights under Clauses 14, 17 and 25 of these Conditions of Contract have the right to reject such Goods and/or Services within a reasonable time after Delivery and/or Installation. The Buyer shall be obliged to give the Seller reasonable opportunity to replace any rejected Goods and/or provide Services with Goods and/or Services which conform to the Specification and/or the Contract, but shall thereafter, without prejudice to any other right which the Buyer may have against the Seller, have the right to purchase such Goods and/or Services of the same or substantially equal quality and/or specification elsewhere. Any additional costs which may be incurred by the Buyer in purchasing such Goods and/or Services as aforesaid shall be for the Seller’s account. When Goods are rejected they will be stored at the Site, and subsequently returned, at the Seller’s sole risk and expense.

16.2. Neither Delivery nor Installation constitutes acceptance of the Goods or Services by the Buyer.

16.3. The making of any payment due under the Contract shall not constitute acceptance and shall not prejudice the Buyer’s right of rejection.

16.4. Unless it is specified in the Purchase Order or any Attachment that an Acceptance Certificate is not required, then as soon as the Acceptance Tests appropriate to, or specified for, the Goods and/or Services have been completed and the Goods and/or Services have passed the Acceptance Tests, an authorised officer of the Buyer shall issue an Acceptance Certificate which will state the Acceptance Date and any outstanding defects in the Installation or relevant portion thereof. The Seller undertakes to rectify such defects immediately and without delay and, in any case, by a specific date, which shall be binding, and which shall be agreed in writing by both parties within seven (7) working days after the Acceptance Date. If the Seller fails to remedy such defects within the period specified and agreed, the Buyer’s rights shall be as set out in Clauses 14 and 17 of these Conditions of Contract.

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17. CANCELLATION

17.1. In accordance with Clause 14 hereof, any time or period for Delivery, despatch, Installation and/or completion shall be of the essence of the Contract. In circumstances where the Buyer invokes the provisions of Clause 14 of these Conditions, and makes a claim in respect of the Delivery and/or the Installation or any part thereof being subject to a delay due to the fault of the Seller, the Buyer shall be entitled at their sole and absolute discretion either to:

17.1.1. cancel the Contract and/or terminate the Contract and/or any part thereof forthwith, in which case the Buyer shall have the right to claim reimbursement from the Seller for all losses suffered as a result of the delay, the cancellation and/or termination, or

17.1.2. proceed with the fulfilment of the Contract in which case the Buyer’s rights shall be as set out in Clause 14 hereof.

The right in Clause 17.1.1 shall apply in all of the events listed at Clauses 17.2 to 17.6 inclusive below. The

right in Clause 17.1.2 shall apply only in the events listed at Clauses 17.2 to 17.4 to inclusive, below.

17.2. The Seller fails to deliver Goods and/or Services in accordance with the terms of the Contract.

17.3. The Seller fails to make progress with the Contract so as to jeopardise the purpose of the Goods and/or Services and/or the Contract.

17.4. The Seller being given a reasonable period to rectify the situation, fails to provide adequate replacement Goods and/or an adequate or satisfactory Service.

17.5. The Seller becomes bankrupt or insolvent, or has a receiving order made against it, or compounds with its creditors or, being a corporation, commences to be wound up or is put into administration or if the Seller attempts to carry on its business under a receiver for the benefit of any of its creditors.

17.6. The Seller is the subject of a takeover by or merger with another entity.

17.7. In the event that the Buyer shall elect to cancel or terminate a Contract and/or terminate any framework agreement or other ongoing contractual relationship for the supply of Goods and Services for any of the aforegoing reasons the Buyer shall not be liable for any unfulfilled commitment.

18. PATENTS AND OTHER RIGHTS

18.1. The Seller shall fully indemnify the Buyer against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights by the use or possession of the Goods and/or any product which is a tangible output of the Services subject to the following:-

18.1.1. the Buyer shall promptly notify the Seller in writing of any alleged infringement of which they have notice;

18.1.2. the Buyer must make no admissions without the Seller's consent;

18.1.3. the Buyer, at the Seller's request and expense shall allow the Seller to conduct and/or settle all negotiations and litigation, and give the Seller all reasonable assistance. The costs incurred or recovered in such negotiations or litigation shall be for the Seller's account.

18.2. If at any time any allegation of infringement of any Intellectual Property Rights is made in respect of the Goods and/or Services or in the Seller's reasonable opinion is likely to be made,

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the Seller may, at their own expense, modify or replace the Goods and/or Services or any portion(s) thereof, without detracting from the overall performance of the Goods and/or any product which is a tangible output of the Services, the Seller making good to the Buyer any loss of use during modification or replacement, so as to avoid the infringement. The provisions of Clause 13 shall then take effect as if the Buyer had requested a variation save that the Seller shall not be entitled to any increase to the Price.

18.3. Where development forms part of the Contract the Buyer will own any Intellectual Property Rights arising from such development and in the case of rights which can be prospectively assigned, the Seller hereby assigns those rights to the Buyer. In the case of other rights the Seller agrees to assign them to the Buyer as and when they arise and agrees to do all acts and execute all documents reasonably required by the Buyer at the Buyer’s expense to perfect its title to those rights or to enable their registration anywhere in the world.

18.4. The Seller shall treat all information provided by the Buyer as confidential and use such information only for purposes of performing the Contract or meeting its obligations under the Contract. Where drawings or other data are issued by the Buyer or are prepared for the Buyer by the Seller the Seller shall exercise proper custody and control and return/dispose of such in accordance with the Buyer's instructions. For the avoidance of doubt nothing in these Conditions of Contract is intended to confer any Intellectual Property Rights in the drawings or data, and their creation constitutes development as set out in Clause 18.3.

19. SOFTWARE

19.1. The Seller shall be responsible for providing in accordance with the Contract, all software and associated documentation where:-

19.1.1. the Goods comprise of and/or include computer hardware and/or

19.1.2. the software and associated documentation is necessary for the satisfactory operation of the Goods or the use of the Services and/or

19.1.3. where the provision of such software and associated documentation is specified in the Purchase Order and/or in any Attachment.

19.2. Where the provision of the software is not subject to separate licence arrangements:-

19.2.1. the Seller hereby grants to the Buyer a perpetual right to use the software (whether modified as hereinafter provided or not) on the Goods or in conjunction with the Services as the case may be;

19.2.2. the Seller will provide the software in both object code and source code;

19.2.3. the Buyer shall in perpetuity have the right to modify or add to any of the software without reference or obligation to the Seller;

19.2.4. all Intellectual Property Rights of the Seller in the software shall remain vested in the Seller;

19.2.5. the Buyer shall have the Intellectual Property Rights in any modifications or additions made to the software, but shall in no case acquire the Intellectual Property Rights in the software itself;

19.2.6. the Buyer shall not assign or sub-licence to any third party to have the use of the software, including any translation, compilation, adaptation, enhancement or any other version of the software, without the prior written consent of the Seller;

19.2.7. the Buyer shall only make so many copies of the software as are reasonably necessary for operational security and use.

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19.3. Where the Seller provides third party software in accordance with the Contract or otherwise in order to enable them to meet their obligations under the Contract, the Seller shall either:-

19.3.1. procure for the Buyer a non-exclusive, perpetual and irrevocable licence to use the Software under a separate licence agreement, or

19.3.2. grant to the Buyer a sub-licence to use the third party software under a separate licence agreement.

19.4. The Seller hereby warrants that they have the right to grant to the Buyer the rights in the software and any third party software as set out in these Conditions of Contract.

20. STANDARD OF PERFORMANCE

20.1. The Seller shall ensure, and undertakes to ensure that the Goods maintain the standard of performance specified and/or achieved that are either :-

20.1.1. in the Manufacturer’s published specification for the Goods, or

20.1.2. in the Specification, or

20.1.3. in the Purchase Order or in any Attachment, or

20.1.4. as demonstrated in the Acceptance Tests and accepted by the Buyer, or

20.1.5. a combination of the above.

for either the period of the maintenance contract if the Goods are to be maintained by the Seller, or the Warranty Period if the Goods are not to be maintained by the Seller.

20.2. If the Buyer claims that the Goods and/or Services or any portion thereof, are not achieving and maintaining the standard of performance specified in the Contract and the Seller wishes to dispute that claim, then, notwithstanding prior acceptance of the Goods and/or Services in accordance with Clauses 15 and 16 hereof the onus shall be on the Seller to undertake at its own expense all necessary investigations to disprove the Buyer's claims, or to prove that such failure to maintain requisite standards is due to the fault of the Buyer.

21. INDEMNITY & INSURANCE

21.1. The Seller will keep the Buyer indemnified in respect of

21.1.1 all loss and/or expense which results during proper use directly or indirectly from defective materials, goods, workmanship or design supplied by the Seller; and

21.1.2 all loss and/or expense and all actions, claims, demands, costs and expenses incurred by or made against the Buyer which arise from any Services provided and/or advice given or anything done or omitted to be done under the Contract by the Seller; and

21.1.3 any claims for loss of or damage to property or injury to any person by reason of the Seller's negligence, or any act or omission on the part of the Seller's employees, sub-contractors, or agents arising out of the performance of the Contract; and

21.1.4 any damage to the Buyer's property (including any materials, tools or patterns sent to the Seller for any purpose).

21.1.5 all liability, loss, damages, injury, costs, claims and expenses (including legal expenses) suffered or incurred by the Buyer or in connection with the WEEE Regulations 2004 and the ROHS Regulations 2004.

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21.2. The Seller must take out insurance adequate to cover the risks in this Clause and its liabilities under the Contract and in any event, in an amount of not less than five million pounds (£5,000,000) sterling or as otherwise shown in the Purchase Order or any Attachment for any one claim, or connected series of claims that may arise. The Seller must, on the request of the Buyer, provide evidence of the insurance policy and of payment of the premiums.

22. ASSIGNMENT AND SUB-CONTRACTING

22.1. The Seller shall not, without first obtaining the written consent of the Buyer sub-contract the Contract or any part thereof, or make any sub-contract with any person or persons for the execution of any part of the Contract, but the restrictions contained in this Clause shall not apply to the supply of materials or minor details, nor to any part of the Contract for which a sub-Contractor is named in the Purchase Order or any Attachment.

22.2. In circumstances where the Buyer gives written consent to the Seller to assign or sub-contract specific parts of the Contract, such written consent shall not relieve the Seller from any liability or obligations under the Contract, and the Seller shall be responsible for the acts, defaults or neglects of their sub-contractor, their agents, servants or workmen as fully as if they were the acts, defaults or neglects of the Seller. When requested by the Buyer the Seller will provide a copy of any sub-contract documentation at no charge.

22.3. The Buyer may by written notice to the Seller assign the benefits of the Contract, and if required by the Buyer, the Seller will execute any novation agreement necessary to transfer its obligations under the Contract.

22.4. In the event that the Seller’s business is transferred in whole or in part to another person or organisation, and the Buyer does not invoke its right to terminate the Contract in such circumstances, the Seller shall retain producer responsibility under the WEEE Regulations 2004, unless the transferee has agreed to meet the producer’s obligations in respect of any Goods (i.e. electronic or electrical equipment) under the WEEE Regulations 2004

23. PAYMENT

23.1. Provided the Goods and/or Services have been received and comply with the requirements of the Contract and have been accepted by the Buyer in accordance with the Contract, the Seller shall be entitled to claim payment of the Price or the percentage of the Price, stated in the Purchase Order or any Attachment. Payment shall be due at the end of the month following the date of the invoice, or the date of receipt by the Buyer of correct invoice documentation, whichever is the later and provided always that the Goods and/or Services have been properly delivered and/or accepted by the Buyer as being in accordance with the Contract.

23.2. Value Added Tax, where applicable, must be shown separately on all invoices.

23.3. Payment may be delayed but no prompt discount shall be forfeited by the Buyer, if the Seller fails to mark the Buyer’s Purchase Order number on the consignment, package packing notes, invoices, monthly statements and all other correspondence.

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

23.5. If at any time at which payment would fall to be made in accordance with the provisions of this Clause there shall be any defect due to the fault of the Seller in or affecting any part or portion of the Goods and/or Services in respect of which such payment is claimed, the Buyer shall have the right to retain the whole of such payment, provided that in the event of such defect being of a minor character, and not such as to affect the use of the Goods and/or Services, or the said portion thereof for the purpose intended without serious risk, the Buyer shall not retain a greater sum than represents the cost of making good the said defect. Any sums retained by the Buyer under this Clause shall be paid to the Seller upon the said defect being made good.

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23.6. In circumstances where the Buyer invokes the provisions of Clause 14 of these Conditions, and makes a claim in respect of the delivery or any part thereof being subject to a delay due to the fault of the Seller, the Buyer reserves the right to deduct the appropriate percentage of the Price as agreed and detailed on in the Purchase Order or any Attachment from the payment falling due upon the completion of the delivery or specific part thereof.

23.7. Each invoice shall show the prices attributable to each item of Goods and Services and be in sufficient detail to enable the Buyer to identify and assess the amounts claimed. The Seller undertakes to supply such other particulars of costings as the Buyer may require and to permit these to be verified by inspection of books, accounts and other documents and records.

23.8 The Seller shall have the right to charge the Buyer interest on any invoices that are not in dispute and are overdue for payment. The rate of interest shall be 2% over the official dealing rate of the Bank of England but shall otherwise be calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

24. RECOVERY OF SUMS DUE

24.1. Whenever under a Contract any sum of money shall be recoverable from, or payable by, the Seller, the same may be deducted from any sum then due or which at any time thereafter may become due to the Seller under the Contract, or under any other contract with the Buyer. Exercise by the Buyer of their rights under this Clause, shall be without prejudice to any other rights or remedies available to the Buyer under the Contract.

25. WARRANTY

25.1. The Seller shall be responsible for making good at their own expense on the Site, and within the time scales specified in Clause 25.4, any defect in or damage to any of the Goods and/or output of the Services provided as described in Clause 25.3 which may develop during the Warranty Period.

25.2. Where the Goods are to be utilised immediately, the warranty period shall be 12 months from the Acceptance Date and otherwise the Warranty Period shall be 18 months from the Acceptance Date.

25.3. Defects covered by this warranty are: any failure of the Goods to comply with the Specification and/or fulfil the functions or meet the level of performance specified in the Contract and accepted by the Buyer by the issue of an Acceptance Certificate or otherwise, which arises from:-

25.3.1. defective materials, including software, workmanship or design (other than a design furnished or specified by the Buyer for which the Seller has disclaimed responsibility in writing within a reasonable time, after the receipt of the Buyer's instructions), or,

25.3.2. any act or omission of the Seller done or omitted during the Warranty Period.

25.4. The Seller must respond within a maximum of 8 working hours or such other period as specified in the Purchase Order or any Attachment to a request for service under the provisions of the warranty, and must, wherever possible effect a repair within a maximum of a further 8 working hours.

25.5. If any such damage or defect cannot be remedied within the time scale detailed in Clause 25.4, or the Seller fails to respond and remedy the damage or defect within a reasonable time, the Buyer may proceed to engage the services of a third party to remedy the damage or defect. Any service so undertaken shall be at the Seller's risk and expense, and any costs incurred by the Buyer shall be for the Seller's account. Should the Buyer invoke the provisions of this Clause, the utilisation of a third party’s services shall not affect the warranty provisions for the

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remainder of the Warranty Period, nor the ability of the Buyer to enter into a maintenance agreement with the Seller, and the Seller shall be responsible for meeting its obligations thereafter.

25.6. Should the Buyer invoke the provisions of Clause 25.5, this shall be without prejudice to any other rights which the Buyer may have against the Seller in respect of the Seller failing to remedy such defect or damage.

25.7. Where a defect involves a fault inherent in the design of the Goods and/or specification of Services provided, or any part thereof, the Seller shall, at their own expense, promptly carry out such re-design as may be necessary to prevent a recurrence of the defect, and upon completion shall rectify the fault in the Goods and/or standard of the Services provided. Any such re-design or re-specification shall be accomplished in such a manner as to ensure that the performance and operation of the Goods and/or Services is not adversely affected by virtue of such re-design and/or re-specification from the standard as accepted by the Buyer in accordance with these Conditions of Contract.

25.8. The provisions of this Clause 25 shall not apply to any defect or damage which arises or develops as a result of any alteration, addition or attachment to the Goods where:-

25.8.1. the Seller has published by means of publication in their, or the Manufacturer’s specifications, a notification stating that the alteration, addition or attachment will downgrade the standard of performance of the Goods and/or invalidate the warranty;

25.8.2. the Seller has otherwise notified the Buyer in writing that a specific alteration, addition or attachment will adversely affect the standards of performance of the Goods and/or invalidate the warranty;

25.8.3. the warranty is invalidated by a negligent act or omission of the Buyer,

provided always that it shall be for the Seller to prove that any defect or damage has been caused by the alteration, addition or attachment. Save as aforesaid, the Buyer shall have the right to make any alteration and/or addition and/or attachment to the Goods, whether such alteration, addition and/or attachment is made by employees of the Buyer, by the Seller and/or by an appropriately qualified third party source, without reference to the Seller and the Seller shall not be relieved of any of their obligations to provide warranty services in accordance with this Clause 25.

25.9. All services under the provision of this warranty shall be provided free of all charges, and shall be carried out on the Site. Goods shall not be removed from the Site for the provision of warranty services without the permission of an authorised officer of the Buyer.

25.10. In circumstances where Goods are authorised to be removed from the Site, the Goods shall at all times remain the property of the Buyer, but the risk inherent in the Goods shall pass to the Seller from the time the Goods are removed from their normal operating environment until they are returned and, where appropriate, reinstalled into the same operating environment, or any other operating environment designated by an authorised officer of the Buyer; appropriate acceptance tests have been concluded where necessary, and acceptance documentation has been signed by the Buyer.

25.11. The Seller shall be solely liable to rectify any loss or damage howsoever caused prior to such acceptance as a matter of urgency and, in any case, within a time scale to be agreed by both parties at the appropriate time.

25.12. Where Goods are held at the Seller's site the Goods must be readily identifiable as the property of the Buyer and the Seller must keep appropriate records thereof.

25.13. Should the Seller be affected by any incidents such as bankruptcy or liquidation the Seller must identify such Goods to the Receiver, etc. as the property of the Buyer.

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25.14. Neither this Clause nor Clause 27 is intended to limit any statutory rights which may accrue to the Buyer and this Clause and Clause 27 are in addition to any standard warranty offered by the Seller or the Manufacturer.

25.15. The Seller warrants that the materials, components, assemblies or equipment provided as part of the Goods does not contain more than the permitted level of any of the six restricted substances listed in Regulation 8 of the ROHS Regulations 2004.

26. LOAN EQUIPMENT

26.1. In circumstances where Goods or any specific components or parts thereof are removed from the Site in order to provide warranty services in accordance with Clause 25 above, or for any other reason as may be agreed by the parties, the Seller shall, upon the request of an authorised officer of the Buyer, be required to provide Goods of an identical or nearest equivalent specification on a free loan basis for the entire period of time for which the original Goods and/or specific components or parts thereof are held on the Seller's site.

26.2. Any Goods supplied on loan in accordance with this Clause will remain the property of the Seller but will be held on site at the Buyer's risk. The risk shall return to the Seller immediately the Goods are removed from use by the Buyer and replaced by the original Goods. The Buyer undertakes adequately to insure the Goods against loss or damage whilst they are in use on the Buyer’s premises, but will not accept any liability for failure or breakdown of the Goods due to wear and tear or faulty manufacture. The Seller must repair or replace Goods which are loaned to the Buyer and subsequently develop a fault within the timescales specified in Clause 25.4.

27. REPLACEMENT GOODS AND/OR SERVICES

27.1. In the event that all or any of the Goods and/or Services supplied in accordance with the Contract shall consistently fail to achieve and maintain the standards of performance either:-

27.1.1. as specified in the published specification for the Goods and/or Services as issued by the Manufacturer, and/or the service provider and/or the Seller;

27.1.2. as set out in the Specification;

27.1.3. as specified in the Purchase Order or any Attachment;

27.1.4. as demonstrated in the Acceptance Tests and/or accepted in writing by the Buyer;

27.1.5. a combination of the above,

and provided that the Goods have been installed and the Goods and/or any physical output of the Services are

being used by the Buyer in accordance with the installation and/or operating instructions:-

27.1.6. issued and supplied by the Seller;

27.1.7. issued and/or published by the Manufacturer and/or the service provider;

27.1.8. where no instructions are provided, in accordance with generally accepted good practice appropriate to the Goods and/or Services;

27.1.9. a combination of the above,

the Seller hereby warrants for the Warranty Period that the Goods and/or Services, or specific portion(s)

thereof affected by such circumstances shall be replaced with goods and/or services of equal or nearest

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equivalent higher specification forthwith and free of all charges. This warranty and any services provided in

fulfilment of it are not intended to remove any rights which the Buyer may have under Clause 25.

27.2. For the avoidance of doubt, “consistently fail” shall be defined as the Goods requiring a minimum of four (4) visits to provide service repairs, or a minimum of four (4) return visits to provide the Services to satisfactory standards.

27.3. Service calls which the Seller can prove as having been made necessary due to any negligent act or omission of the Buyer, or which are defined as return calls to replace parts shall be excluded from the total number of calls referred to in Clause 27.2 hereof.

27.4. If the Seller removes the Goods from the Site to undertake warranty repairs, and fails to return the Goods repaired and operating to the standards of performance as defined in Clause 27.1 within a maximum period of ten working days, and/or fails to provide an adequate service within the same period, from the date of receiving the initial request from the Buyer, the failure shall be defined as one service call added to the cumulative total referred to in Clause 27.2 for each ten (10) working day period as aforesaid.

27.5. Replacement Goods and/or Services supplied by the Seller under this Clause 27 shall be supplied in accordance with these Conditions of Contract. The Goods and/or Services shall be supplied with a full warranty service as defined in, and for the Warranty Period (except that the period will commence on the date that the replacement Goods and/or Services are accepted by the Buyer). The Buyer’s rights to require the Seller to replace Goods and/or Services in accordance with this Clause shall apply to any replacement Goods and/or Services as if they were the Goods and/or Services originally supplied.

28. SAFETY

28.1. In accordance with the requirements of the Health & Safety at Work Act 1974 and any re-enactment or amendment thereof, any safety precautions required for the handling of the Goods are to be clearly indicated on each consignment.

28.2. Hazardous Goods must be marked in accordance with Chemicals, (Hazard Information and Packaging for Supply) Regulations (CHIP2) 1994 and subsequent amendments. Risk and safety phrases must be in English.

28.3. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Seller shall observe the requirements of U.K. and International Agreements relating to the packing, labelling and carriage of hazardous Goods.

28.4. Hazard data sheets must be supplied with the delivery for all hazardous materials, and the information contained in the data sheets must meet the legal requirements of the Health & Safety at Work Act, and the Health and Safety Executive Guidance Note HS/G27 as amended and in force as at the date of Delivery./

29. STATUTORY AND OTHER REGULATIONS

29.1. The Seller shall in all matters arising in the performance of the Contract conform with all Acts of Parliament and with all orders, regulations and bye-laws made with statutory authority by Government Departments or by local or other authorities that shall be applicable to the Contract; the Seller shall also observe through their staff and work people any rules applicable to the Site. The Buyer shall on request afford all reasonable assistance to the Seller in obtaining information as to local conditions. The Seller shall not in the performance of the Contract in any manner endanger the safety or unlawfully interfere with the convenience of the public. The cost to the Seller in meeting their requirements of this Clause shall be included in the Price, except as provided under Clause 29.3 hereof.

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29.2. The Seller shall give the Buyer such prior written notice as the Buyer may require of the Delivery of any Goods having a toxic hazard or other hazard to the safety or health of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Buyer on the delivery of such Goods and their subsequent storage or handling, and shall at all times observe their obligations under Clause 28 of this Contract.

29.3. In the event that either party incurs costs which it would not otherwise have incurred and which are caused by the other party's failure to comply with any law or any order, regulation or bye-law having the force of law, the amount of such costs shall be reimbursed by the other party.

30. WAIVER

30.1. No delay, neglect or forbearance on the part of either party in enforcing against the other party any of these Conditions of Contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Contract.

31. CONFIDENTIALITY

31.1. Without prejudice to Clause 18.4 of this Contract, each party (‘the Receiving Party’) shall keep confidential all information of the other party (‘the Disclosing Party’) obtained under or in connection with the Contract, whether such information (which shall include, but not be limited to information obtained by the Seller when visiting the Site) is related to the Contract or otherwise, shall not divulge the same to any third party without written consent of the Disclosing Party, and shall use it only for the purposes of the Contract.

31.2. The provisions of this Clause shall not apply to any information if such information is :-

31.2.1. in the public domain, other than through the fault of the Receiving Party, or

31.2.2. in the possession of the Receiving Party before its disclosure by Disclosing Party; or

31.2.3. obtained from a third party who is free to divulge the information concerned without a continuing restriction on its disclosure; or

31.2.4. independently developed by the Receiving Party.

31.3. The Seller and the Buyer shall divulge the information of the other party only to those employees, including the agents and/or employees of any authorised sub-contractor in accordance with Clause 31.6 below, who are directly involved in the Contract and/or the Installation and/or use of the Goods and/or provision of the Services, and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

31.4. Where Goods, or specific parts thereof are deemed to be beyond economic repair and/or the Seller elects to replace parts under the provisions of the Warranty service in accordance with Clause 25 hereof, and the Goods and/or parts thereof have, or are likely to have, data stored upon them, the Seller must erase all data from them and, if requested by the Buyer, provide written certification to confirm erasure. The Buyer reserves the right to request that relevant Goods, and/or specific parts or components thereof are returned to the Buyer for disposal. Such requests shall be made by the Buyer in writing.

31.5. In circumstances where the Seller is an agent of the Manufacturer, the Seller must obtain a written policy statement regarding the disposal of Goods upon which data is stored. Such a statement so submitted shall not excuse the Seller from its obligations under this Clause 31.

31.6. The Seller must ensure that its sub-contractors are bound by the requirements of this Clause, and shall be held responsible for any breaches of confidentiality committed by them.

31.7. The provisions of this Clause shall continue in perpetuity, notwithstanding the cancellation, termination or discharge of the Contract.

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32. CONSUMABLE SUPPLIES

32.1. The Buyer reserves the right to procure consumable supplies to be used on or with the Goods, and suitable for the Goods from the Seller or such other source as the Buyer may deem appropriate. Such procurement of consumables from a source other than the Seller shall not invalidate the rights of the Buyer under these Conditions of Contract, and shall in no way affect the provisions under warranty claims made in accordance with Clause 25, nor the Buyer’s rights under Clause 27 of these Conditions of Contract provided that the consumables utilised meet the minimum standards as published by the Seller or the Manufacturer, or where no published standards are available, the standards generally accepted as being appropriate to the Goods concerned.

32.2. In the event that the Seller shall claim that the use of specific consumables is adversely affecting the standards of performance of the Goods and/or increasing the cost to the Seller of meeting their obligations to provide warranty services in accordance with Clause 25 and/or replacement goods in accordance with Clause 27 of this Contract, it shall be for the Seller to prove that the consumables do not meet the requisite minimum standards, and are affecting the Goods and/or increasing their costs as aforesaid. If the Seller proves that the consumables do not meet the requisite minimum standards the Buyer shall cease using the consumables concerned and procure alternative consumables which meet the standards required.

33. MAINTENANCE

33.1. If required by the Buyer before the end of the Warranty Period, the Seller shall enter into a separate contract for the maintenance of the Goods.

33.2. If a maintenance contract commences before the end of the Warranty Period the maintenance charges during the Warranty Period shall reflect the Seller's obligations under Clause 25 of this contract.

34. SPARES

34.1. Where appropriate to the Goods supplied in accordance with this Contract, the Seller shall make available to the Buyer, or any nominated third party maintenance source, on request and with reasonable despatch and at reasonable prices, all spares and replacement parts as the Buyer, or nominated third party maintenance source, shall require for the Goods.

34.2. The Seller shall maintain a supply of such spares or replacement parts for a period of seven (7) years from the date of Delivery or the Acceptance Date, whichever is the later.

34.3. Such spares or replacement parts shall be required to be fully compatible with, and maintain as a minimum the same levels of performance as, the Goods originally supplied, but need not be identical to those items. The warranty in Clause 25 shall apply to the spares or replacement parts as if they were part of the original Goods.

34.4. If during this period the Seller, or their sub-contractor intend to discontinue the manufacture of spares or replacement parts for the Goods the Seller shall forthwith give notice to the Buyer of such intention, and advise the Buyer of any third party source from which the spares or replacement parts will be available, or to which third party source the Seller intends to provide drawings, patterns, specifications and other information.

34.5. If during the stipulated period of seven (7) years the Seller or its sub-contractor either:-

34.5.1. fails to make available to the Buyer with reasonable despatch, at reasonable prices all such spares or replacement parts as the Buyer or nominated third party maintenance source shall require for the Goods; or

34.5.2. becomes insolvent or has a receiving order made against them, or commences to be

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wound up (not being a member’s winding up for the purposes of reconstruction),

then the Seller shall so far as it is legally entitled to do so, and if so required by the Buyer, as soon as practicable, deliver to the Buyer or their nominated third party maintenance source, free of charge such drawings, patterns, specifications and other information as referred to in Clause 34.4, and which the Buyer, or its nominated third party source, shall be entitled to retain for such time only as necessary for the exercise by the Buyer of its rights under this Clause, and which if the Seller so requires, shall be returned by the Buyer to the Seller at the Buyer’s cost and expense.

35. ATTACHMENTS TO THE GOODS

35.1. The Buyer shall have the right to attach to, or install onto the Goods any goods (including but not limited to software) which the Buyer considers to be appropriate and necessary to enable the Goods to be utilised to the fullest extent as required by the Buyer. If the Buyer attaches or installs goods then this shall not have the effect of degrading the performance of the Goods, and shall not relieve the Seller from meeting its obligations to provide warranty services in accordance with Clause 25 or replacement goods in accordance with Clause 27 hereof provided that:-

35.1.1. the goods attached or installed are not specified in any of the Seller’s and/or the Manufacturer’s published specifications as having the effect of degrading the standards of performance or invalidating the Buyer’s rights under Clauses 25 and 27 as aforesaid;

35.1.2. the Seller has not otherwise notified the Buyer in writing that the attachment or installation of specific goods will degrade the standards of performance or invalidate the Buyer’s rights under Clauses 25 and 27 as aforesaid; and

35.1.3. the goods have been attached or installed in accordance with the published instructions of the supplier of the goods concerned.

35.2. In the event that the attachments and/or installation is made by the Buyer, and the Seller can prove that such attachment or installation is adversely affecting the standard of performance of the Goods or otherwise increasing the frequency of the provision of warranty services, then the Seller shall be entitled to be reimbursed any associated costs which the Seller can demonstrate as being reasonably and necessarily incurred in providing warranty services or returning the Goods to the normal standards of performance in accordance with this Contract.

36. OPERATING MANUALS

36.1. The Seller shall supply to the Buyer all operating manuals and other documentation necessary for the satisfactory operation of the Goods, and in any event all documentation as specified in the Purchase Order or any Attachment. If, after the Acceptance Date, the operating manuals and documentation need updating or replacing the Seller shall be responsible for notifying the Buyer of the availability of such updates or replacements, and shall supply them at reasonable prices, upon receipt of appropriate Purchase Order documentation. The Seller shall provide the operating manuals and other documentation in the media format in which they are available at the appropriate time.

37. ARBITRATION

37.1. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration which are deemed to form part of the Contract.

38. PROPERTY AND RISK

38.1. Property and risk in the Goods shall pass to the Buyer at the time of Delivery, but such passing shall not prejudice either the Buyer's right to reject for non-conformity with specification or any other rights that the Buyer may have. However, if advance or progress payments are made, title

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but not risk shall pass to the Buyer as soon as items are allocated to the Contract. All items so allocated shall be adequately marked and recorded as being the property of the Buyer, and where such items are stored on the Seller’s site, held in a separate bonded area suitable for such storage purposes.

39. FORCE MAJEURE AND EXTENSION OF TIME

39.1. If, by any reason of any act or default of the Buyer or any other circumstance which is beyond the control of the Seller arising after the date of the Contract, the Seller has been delayed or impeded in the completion of the Contract provided that the Seller shall immediately have given to the Buyer notice in writing of his claim for an extension of time, the Buyer shall on receipt of such notice grant the Seller from time to time in writing either prospectively or retrospectively such extension of the time for the completion of the Contract as may be reasonable. This Clause only applies if:

39.1.1. the Seller shall, immediately upon becoming aware that any such delay has been or is likely to be caused, give notice in writing to the Buyer specifying the circumstances causing or likely to cause the delay and the actual or estimated extent of the delay caused or likely to cause the delay;

39.1.2. the Seller could not reasonably be expected to have foreseen at the date of the Contract that a delay would, or was likely to, occur;

39.1.3. the Seller uses its best endeavours to prevent any delay being caused and to minimise any such delay to the satisfaction of the Buyer; and

39.1.4. such delay is not attributable to any negligence, default or improper conduct of the Seller.

39.2. If the Buyer has granted the Seller an extension of time as set out in Clause 39.1, and the Contract is not completed within the extended period, the Buyer may by giving notice to the Seller terminate the Contract with immediate effect.

40. CORRUPT GIFTS AND PAYMENT OF COMMISSION

40.1. The Seller shall not offer or give or agree to give any person in the service of the Buyer any gift or consideration of any kind as an inducement or reward for doing or forbearing to do so or for having done or forborne to do an act in relation to the obtaining or execution of the Contract or any other contract with the Buyer.

40.2. Any breach of this Clause by the Seller or by anyone employed by the Seller or acting on behalf of the Seller (whether with or without the knowledge of the Seller) or the commission of any offence by the Seller or by anyone employed by the Seller or acting on the Seller’s behalf under the prevention of Corruption Acts 1889 to 1916 in relation to this Contract or any other contract with the Buyer, shall entitle the Buyer to terminate the Contract and recover from the Seller the amount of any loss resulting from such termination and/or to recover from the Seller the amount of value of any such gift, consideration or commission.

40.3. Where the Contract has been terminated under Clause 40.2 of this Clause the powers given by Clause 14 (Delays by the Seller) and Clause 17 (Cancellation) shall apply as if there has been a failure to complete the Contract.

40.4. In any dispute, difference or question arising in respect of:-

40.4.1. the interpretation of this Clause 40 (except so far as the same may relate to the amount recoverable from the Seller under Clause 40.2 above in respect of any loss resulting from such termination of the Contract); or

40.4.2. the right of Buyer to determine the Contract; or

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40.4.3. the amount of value of any such gift, consideration or commission;

the decision of Buyer shall be final and conclusive.

41. RACE RELATIONS

41.1. The Seller shall comply and shall procure that any other third parties employed engaged or contracted by the Seller in order to fulfil its obligations under the provisions of the Contract (“Sub-Contractors”) shall comply with:

41.1.1 all relevant equality legislation, including, without limitation, the Race Relations Act 1976 and the Race Relations Amendment Act 2000 and subordinate legislation made under those Acts and any legislation amending or replacing it or them from time to time (“the Equality Legislation”); and

41.1.2 any policies and procedures established by the Buyer in respect of, and to ensure compliance with, the Equality Legislation (“the Buyer’s Equality Policies”).

41.2. Without prejudice to any other rights and remedies accruing to the Buyer under the Contract, in the event that the Seller and/or any Sub-Contractor fails to comply with the provisions of the Equality Legislation and/or fails to comply with the Buyer’s Equality Policies, the Buyer shall have the right to either: -

41.2.1 cancel any Purchase Orders issued to the Seller and terminate the Contract forthwith,

without liability of any kind whatsoever; or

41.2.2 proceed with the fulfilment of the Contract, in which case the Seller and any Sub-Contractors must comply with any measures specified by the Buyer which the Buyer deems, at the Buyer's sole and absolute discretion, to be appropriate and necessary to ensure compliance with the Equality Legislation and the Buyer’s Equality Policies. Such measures to be undertaken to achieve compliance shall be undertaken at the Seller's risk and expense, and, unless otherwise agreed in writing by the Buyer before the measures are taken, without charge to the Buyer; or

41.2.3 require that the Sub-Contractor in question is replaced (at no cost to the Buyer) with another Sub-Contractor acceptable to the Buyer.

42. FREEDOM OF INFORMATION

42.1 The Seller acknowledges that the Buyer is subject to legal duties which may require the release of information under FOIA and/or EIR and that the Buyer may be under an obligation to provide Information on request. Such Information may include matters relating to, arising out of or under this Agreement.

42.2 Notwithstanding anything in this Agreement to the contrary, in the event that the Buyer receives a Request for Information, the Buyer will be entitled to disclose all Information to the extent that it is obliged to do so in order to respond to that request in accordance with FOIA and/or EIR, save that in relation to any such Information that is:

42.2.1 Exempted Information the Buyer will as soon as reasonably practicable after receiving a valid request under FOIA or EIR to disclose such Information, notify the Seller of that fact and (unless requested or agreed otherwise by the Seller) rely on the FOIA Exemption in relation to confidentiality (section 41 FOIA) and will not subject to Clause 42.3:

(a) confirm or deny that the Exempted Information in question is held by the Buyer;

(b) disclose the Exempted Information requested;

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42.2.2 Confidential Information of the Seller that is not Exempted Information ("Seller Confidential Information"), the Buyer will consult with the Seller as soon as reasonably practicable and will not subject to Clause 42.3:

(a) confirm or deny that the Seller Confidential Information in question is held by the Buyer;

(b) disclose the Seller Confidential Information requested;

to the extent that in the Buyer's reasonable opinion (having taken into account the views of the Seller) that exemption is or may be applicable in accordance with the relevant section of FOIA and/or EIR in the circumstances.

42.3 Subject to Clause 42.4, nothing in this Agreement will prevent the Buyer from complying with any valid decision, enforcement or practice recommendation notice issued to it by the Information Commissioner under FOIA and/or EIR in relation to any Exempted Information or Seller Confidential Information, provided that prior to complying with any such notice the Buyer has consulted with the Seller and (if requested to do so by the Seller, acting reasonably) appealed to the Information Tribunal against the notice and that appeal has been unsuccessful.

42.4 On request from the Seller, the Buyer having notified the Seller of any order, decision, enforcement or practice recommendation notice issued to it by the Information Commissioner or by any court or tribunal in relation to the disclosure of any Exempted Information or Seller Confidential Information, the Buyer shall bring such actions and appeals against the disclosure of such Information to the Information Tribunal or to such other courts and tribunals (having jurisdiction) as the Seller may reasonably require except where the Buyer has received a written opinion from counsel experienced in FOIA related matters (such opinion to be provided to the Seller upon request) that such an action or appeal has no reasonable prospect of success.

42.5 The Seller will fully indemnify the Buyer against any reasonable direct costs incurred by the Buyer in seeking to maintain the withholding of Information pursuant to Clause 42.4 provided that:

42.5.1 the Buyer (acting in good faith) notifies the Seller in response to the Seller's request under Clause 42.4 that it has no wish to pursue any action or appeal for its own purposes and but for that request would disclose the Information; and

42.5.2 the Buyer will use reasonable endeavours to consult with the Seller before incurring any such costs.

42.6 The schedule to this Agreement (Exempted Information) may be amended from time to time by written agreement of the parties, such agreement not to be unreasonably withheld or delayed by either party.

42.7 In the event that the Buyer receives a Request for Information and requires the Seller's assistance in obtaining such Information, the Seller will respond to any related request for assistance from the Buyer, at its own cost and within five (5) days of receiving the request for assistance.

43. LAW

43.1. The construction validity and performance of the Contract, shall be governed by the Law of England and Wales, and, subject to the provisions of Clause 37.1, shall be subject to the exclusive jurisdiction of the English courts.

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document.doc Appendix E

THE UNIVERSITY OF LIVERPOOL APPENDIX ETENDER OPENING RECORD

Sheet ...... of ......

Project or Contract Title .............................................................................................. OJEC Ref: (if applicable) ....................................

Period of Contract .......................................................................... Closing Date / Time for Receipt of Tenders ...................................

Name of Tenderer Nil Response

(enter 'declined to bid'or 'no reply')

Total Price(excl VAT)

if possible to identify

Irregularities Noted Other Remarks

Declaration by Tender Panel

We, the undersigned, certify that the above Tenders were officially opened at..........am/pm on the .......day of.........................................200...Name Title Department or Section Signature

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document.doc Appendix F

Appendix FTHE UNIVERSITY OF LIVERPOOL

Single Supplier Justification

This form must be completed in respect of all orders exceeding £75,000 (excluding VAT) where:

1) The proposed purchase is not being made under a recommended contract

and

2) competitive offers are not being obtained.

It must be forwarded to the Director of Procurement (fax no: 42168) who must sign the approval at the bottom before a single source tender can be issued. The form must also be included with the post tender documentation forwarded to the Director of Procurement. A copy should be retained for Audit purposes.

Department

Order No (when known) Value of purchase (excl.VAT)

Proposed Supplier

Description of Goods and / or Services Required

Type of Purchase: One-off Repeat Order Repair Other (please state)

Basis of Justification Sole Supplier Only source with tooling / artwork Upgrade of existing Repair of existing Other (please state) Full Explanation (This section must be completed. Please continue on a separate sheet if necessary)

Single Sourcing Recommended by :

(Purchaser’s Name) (Signature)

(Title or Position) (Date)Supported and Approved by : (Head of Department or Budget Holder)

(Name) (Signature)

(Title or Position) (Date)

For Procurement Department Use OnlyDate received by

Procurement Department Date returned to Department

Justification accepted Justification challenged Director of Procurement Signature

Comments

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document.doc Appendix G

Appendix GModel Award of Contract Letter - to be issued together with Purchase Order and supporting documentation via the Purchasing Office. Please note that, for EU tenders, we are oblige to implement the stand still period before any contractual commitment can be entered into.(See Appendix B, para. B4). The Director of Procurement will manage this process.

Ref:

<Date>

SupplierAddress Postcode

For the attention of

Dear

Subject: Contract For the Supply and Installation of <details>to The University of LiverpoolUniversity Contract Ref:University Purchase Order Ref:

Further to the recent Invitation to Tender exercise undertaken and completed by the University of Liverpool and our subsequent discussions, I am pleased to inform you that the University has accepted the tender from <company name> for the fulfilment of the contract referred to above.

By signing and returning this award letter in accordance with the instructions below the University and your Company has accepted that a legally binding Contract is made between the parties, and that the following shall form the entire agreement between the parties:-

1. The Higher Education Research Equipment Affinity Group General Conditions of Contract for the Supply and Installation of Goods;

2. The <company name> response to the University’s Invitation to Tender, such response being dated <date> and referenced as <ref>;

3. The University’s Invitation to Tender dated <date> and referenced as <ref>

4. The University’s purchase order reference <number>

In the even of any conflict between documents or any specific clauses thereof, the order of preference shall be as set out above.

Two original versions of this award letter are provided. You are required to please sign both original versions in the spaces provided below – this confirms acceptance of this contract award by your Company subject to the terms and conditions referred to above. The contract is made when an authorised representative of both parties has signed this award letter, and it has been returned by the second signing party to the other party. Accordingly:

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document.doc Appendix G

if the Award letter has been signed by the University you must sign both originals and return one to the undersigned; retaining one original for your records; or

if the Award letter has not been signed by the University you must sign and return both originals to the undersigned. A signed original will be returned to you for your records in due course (but please note that a contract will not be made in this case until the University signs and returns an original award letter to you).

You should retain your signed original version of the award letter on file with the documentation referred to as forming the entire agreement for reference purposes.

Signed award letters must be returned to the following address;

The University of LiverpoolAddressAddressAddressPostcodeFor the attention of ……..

Please contact the undersigned if you have any questions or points you wish to clarify in regards to this award process or the contract. For the meantime, I look forward to receiving signed originals back from you in the near future and thank you for your attention and assistance in this matter.

Yours sincerely,

Name Position

Tel:Fax:Email:

By signing this award letter in the spaces below, the parties named have accepted that a legally binding contract is made between the parties subject to the provisions set out in this award letter:

Signed for and on behalf of Signed for and on behalf of the University of Liverpool <supplier>

Name ………………………………… Name …………………………………

Print …………………………………. Print ………………………………….

Position……………………………… Position………………………………

Date………………………………… . Date…………………………………..

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