Model Contract Order Form - Government Procurement Service

RESTRICTED COMMERCIAL
FRAMEWORK AGREEMENT SCHEDULE 4
ORDER FORM AND CALL-OFF TERMS
Part 1 - Order Form
This Order Form is issued subject to the provisions of the framework agreement entered into between
the Authority and the Supplier on [ ] ("Framework Agreement"). The Supplier agrees
to supply the goods specified below on and subject to the terms of this Contract and for the avoidance
of doubt the Contract consists of the terms set out in this Order Form and the Call-off Terms, together
with the schedules thereto.
[Guidance: Insert above the date of the framework contract between the Supplier and Buying
Solutions. This can be provided by the Supplier and should be confirmed with Buying Solutions.]
Date [ ] Order Number [ ]
FROM
To be quoted on all
correspondence relating to
this Order
Customer [ ] "Customer"
Customer's Address [ ]
Invoice Address [ ]
Contact Ref: Name: [ ]
Address: [ ]
Phone: [ ]
e-mail: [ ]
Fax: [ ]
TO
Supplier [ ] "Supplier"
Supplier’s Address [ ]
Account Manager Name: [ ]
Address: [ ]
Phone: [ ]
e-mail: [ ]
Fax: [ ]
[Guidance: Where a parent company guarantee is required, include the wording below and
populate the box below with the parent company's details. Where a parent company guarantee is
required, the form of parent company guarantee set out in schedule 3 should be provided by the
Supplier. Where a parent company guarantee is not required then the section below and other
references to the guarantee should be deleted.]
[PARENT COMPANY
This Contract is conditional upon the provision of a Guarantee to the Customer from the Guarantor in

espect of the Supplier.]
[Parent Company [ ] "Guarantor"
Parent Company
address
[ ]
Account Manager Name: [ ]
Address: [ ]
Phone: [ ]
e-mail: [ ]
Fax: [ ]
1. TERM
(1.1) Commencement Date
[ 20 ]
[Guidance: Insert the date on which the Contract is to take effect.]
(1.2) Expiry Date
Subject to earlier termination of the Contract in accordance with clause Error! Reference source not
found. or otherwise in accordance with the Terms of this Contract, the Contract shall expire on the [ ]
anniversary of the Commencement Date.
[Guidance: This is unlikely to be applicable to most orders for Goods and Services under the
Framework but can be used if appropriate.]
2. GOODS REQUIREMENTS
(2.1) Goods and Deliverables required
Goods - ]
Deliverables - ]
[Guidance: Include a description of the Goods and Services together with any Deliverables. In the
event that the Goods and Services specification or requirements are particularly detailed or
complex, consider setting out this information in a separate schedule.]
(2.2) Lots under which the above Goods and Services are being supplied:
]

(2.3) Title to Goods
Title to Goods is transferred to the Customer in accordance with clause Error! Reference source not
found..
(2.4) Performance/Delivery Location/Premises
]
[Guidance: Include details of where the Goods will be delivered and if applicable installed, and
when Delivery will be deemed to have taken place and any additional/specific requirements chosen
from the list of additional options provided in the pricing catalogue included at Framework
Schedule 3- ie is the supplier expected to drop the Goods outside the premises or should the Goods
be delivered and installed to its final location?]
(2.5) Standards
Quality Standards
Technical Standards
[Guidance note: Insert the appropriate standards above that the Goods and Services will be
required to comply with. Details of technical standards can be found in schedule 12 of the
Framework Agreement. Any specific quality standards should also be set out above.]
(2.6) Guarantee Period
Where Goods only are supplied by the Supplier the Guarantee Period shall be the period from and
including the date of Delivery of the Goods to the date twelve (12) Months thereafter.
(2.7) Security Requirements (including details of the outline security management plan and
policy)
]
[Guidance: An outline of the Customer’s security management requirements can be included in
this paragraph. The Supplier’s security processes are to be included in Schedule 2. Further
clauses are set out in schedule 4 (Alternative and/or additional clauses). Include any clauses that
are appropriate to the Customer or the location where the Goods and Services are being provided. ]
3. SUPPLIER SOLUTION
(3.1) Supplier Solution
]/[Set out in schedule ]
[Guidance: Insert details of the Supplier's response. If this is not set out in the Order Form and a
schedule is used, the definition of Supplier Solution will need to be changed to refer to the relevant
schedule.]

(3.2) Key Personnel of the Supplier to be involved in the provision of the Goods and Services,
and Deliverables
]/Set out in schedule ]
[Guidance: Insert details of the Supplier's project or account manager and any other key members
of the Supplier's team.]
(3.3) Sub-contractors to be involved in the provision of the Goods and Services and Deliverables
]/Set out in schedule ]
[Guidance: Insert details of any Sub-contractors being used by the Supplier]
(3.4) Relevant Convictions
[ ]
[Guidance: Consider whether, given where the Goods and Services are being provided (for example
at schools), it may be necessary to bar certain staff of the Supplier who have particular convictions
and include details of such convictions above.]
(3.5) Training
[]
[Guidance: Insert details of any training that the Customer requires the Supplier to provide to the
Customer's staff in relation to the operation of the Goods.]
(3.6) Supplier's inspection of the Premises
[]
[Guidance: Insert any issues raised by the Supplier in respect of any aspects of the Premises being
unsuitable for the provision of the Goods in line with clause Error! Reference source not found.
and any action which is to be taken in respect thereof.]
4. CUSTOMER RESPONSIBILITIES
(4.1) Customer's Responsibilities
]/[Set out in schedule ]
[Guidance: Include details of any specific requirements/responsibilities on the Customer for
example, the granting of access to the relevant site. You should consider whether you want to
include any specific mechanism to deal with the consequences of a failure by the Customer to
comply with it responsibilities e.g. the Supplier is not able to terminate, is not in breach and is
granted extra time to fulfil its obligations.]
(4.2) Customer's equipment
]
[Guidance: Insert details of any equipment that the Customer is responsible for providing.]

5. PRICE AND PAYMENT
(5.1) Contract Price payable by the Customer (including any applicable discount but excluding
VAT), payment profile and method of payment (e.g. Government Procurement Card (GPC) or
BACS))
]
[Guidance: Insert details of the Contract Price, payment profile and method of payment. This
should not be substantially or materially different from the Charging Structure set out in schedule
3 to the Framework Agreement.]
(5.2) Invoicing and Payment
The Supplier shall issue invoices monthly in arrears. The Customer shall pay the Supplier within
[thirty (30) days] of receipt of a Valid Invoice, submitted in accordance with this paragraph 5.2, the
payment profile set out in paragraph 5.1 above and the provisions of the Contract.
[Guidance: Indicate the time period the Customer requires to pay its invoices (ie 30 days or such
other period if required).]
6. LIABILITY
(6.1) [The aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the
property of the other Party under or in connection with the Contract shall in no event exceed [ 1
million ]
(6.2) The aggregate liability under the Contract of [either Party] for all Defaults shall in no event
exceed the greater of [£1 million] and 125 per cent of the Contract Price payable by the Customer to
the Supplier [in the year in which the liability arises]/[during the Contract Period.]
[Guidance: Customer to consider whether the limitation of liability inserted above is appropriate
for particular goods and/or services being provided and the size of the Contract. Consider whether
the above limit for all Defaults should be an annual aggregate or just an overall aggregate during
the Contract Period and the level it should be set at.]
1. INSURANCE

(7.1) Minimum Insurance Period
6 (six) years following the expiration or earlier termination of the Contract.
(7.2) To comply with its obligations under clause Error! Reference source not found. and as a
minimum, where requested by the Customer in writing the Supplier shall ensure that:
[(i) professional indemnity insurance is held by the Supplier and by any agent, sub-contractor or
consultant involved in the supply of the Goods and Services has a minimum limit of indemnity of
[one] million pounds sterling (£1,000,000)] for each individual claim or such higher limit as the
Customer may reasonably require (and as required by Law) from time to time;]
(ii) public liability insurance adequate to cover all risks in the performance of this Contract from time
to time with a minimum limit of [five] million pounds sterling [(£5,000,000)] for each individual
claim or such higher limit as the Customer may reasonably require (and as required by Law) from
time to time; and
(iii) employers' liability insurance with a minimum limit of indemnity of such amount as may
reasonably be required by Law from time to time.
[Guidance: Consider if the above limits of insurance are appropriate and make any changes that may be
considered necessary in line with the Contract.]
8. TERMINATION
(8.1) Undisputed Sums Time Period
Ninety (90) Working Days of the date of the written notice specified in clause Error! Reference
source not found..
(8.2) Break
30 Working Days in accordance with clause Error! Reference source not found..
9. DISPUTE RESOLUTION
(9.1) Level of Representative to whom disputes should be escalated to
Finance director or equivalent.
(9.2) Mediation Provider
Centre for Effective Dispute Resolution.
10. CONFIDENTIAL INFORMATION
The following information shall be deemed Commercially Sensitive Information or Confidential
Information:
[Guidance: Include details of any Commercially Sensitive Information identified by the Supplier
and the duration it should be confidential for. This will assist the Customer in respect of compliance
with Freedom of Information Act and the section 45 code published by the Department of
Constitutional Affairs.]

11. AUDIT AND ACCESS
[12 months] after the expiry of the Contract Period or following termination of the Contract
[Guidance: Insert the time period that the Customer requires the right to audit and have access to
Supplier information for following termination or expiry of the Contract.]
12. ADDITIONAL AND/OR ADDITIONAL CLAUSES
(12.1) Supplemental requirements in addition to Call-off Terms
]
(12.2) Variations to the Call-off Terms
]
(12.3) Alternative and/or Additional clauses (as set out in schedule 4)
]
[Guidance: Include any additional clauses from schedule 4 required by the Customer above and
any variations to the Call-off Terms. Also, specify above whether any of the alternative/additional
clauses set out in schedule 4 are needed. Additional clauses and/or variations to clauses can only
be made if a Further Competition is undertaken by the Customer and the amended Call Off
Contract is issued as part of that Further Competition to the Suppliers on the Framework.]
BY SIGNING AND RETURNING THIS ORDER FORM THE SUPPLIER AGREES to enter a
legally binding contract with the Customer to provide the Goods and Services. The Parties hereby
acknowledge and agree that they have read the Call-off Terms and the Order Form and by signing
below agree to be bound by the terms of this Contract.
For and on behalf of the Supplier:
Name and Title
Signature
Date
For and on behalf of the Customer:
Name and Title
Signature
Date