ITT Number: TTHC/0015
Total Page:16
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OFFICIAL SENSITIVE – COMMERCIAL Defence Equipment and Support ITT Number: TTHC/0015 Description: In Service Support (ISS) for the UK Element of GWS 60 Harpoon OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 1 of 19 OFFICIAL SENSITIVE – COMMERCIAL Table of Contents 1. Schedule of Requirements 2. General Conditions DEFCONS 2.1 Duration 2.2 Security Measures 2.3 Controlled Information 2.4 Order of Precedence 2.5 Compliance with the Electronic Transactions Agreement 2.6 Sub-Contract Competition 2.7 Assignment 2.8 Changes in Shareholders 2.9 Contractor’s Personnel 3. Specifications, Plans DEFCONS 3.1 Definition of Requirement 3.2 Commercial Risk 3.3 Quality Assurance Representative (QAR) 3.4 Quality Assurance Requirements 3.5 Electronic Data 3.6 Protection of Equipment from Electro-Static Discharge 3.7 Sub-Contracts 3.8 Defective on Receipt - Defect Investigation 3.9 Second Hand Material 4. Price DEFCONS 4.1 Pricing 4.2 Options 5. Intellectual Property Rights DEFCONS 5.1 Technical Publications 5.2 Design Authority 6. Loans DEFCONS 6.1 Government Furnished Assets (GFA) OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 2 of 19 OFFICIAL SENSITIVE – COMMERCIAL 7. Delivery DEFCONS 7.1 Export Licence / Customs Clearance 7.2 Warranty – Spares and Repairs 7.3 Delivery and Consignment 7.4 Redistribution of Deliveries 7.5 Receipt of Articles Delivered 8. Payments / Receipts DEFCONS 8.1 Payment 9. Contract Administration DEFCONS 9.1 Performance Indicators 9.2 Dispute Resolution 9.3 Retention of Records 9.4 Reporting and Meeting Requirements 10. International Commitments Annexes to Tender Annex A Statement of Work – Post Design Services Annex B Procedure for Additional Tasks Annex C Procedure for the Supply of Spares Annex D Procedure for Repairs Annex E Stage Payment Plan for Contract Line Item 1 Annex F Additional Task Authorisation Form Annex G Approved Tasks Annex H Agreed Schedule of Rates for Tasking Annex I List of Spares Annex J Spares and Repairs Report Annex K DEFFORM 300 Annex L List of Repairable Items Annex M Defence Standards Annex N Government Furnished Assets (GFA) Annex O Security Measures Annex P Defective on Receipt Form Annex Q DEFFORM 522A Annex R Options Prices Annex S Project Performance Management Appendix 1 – DEFFORM 111 OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 3 of 19 OFFICIAL SENSITIVE – COMMERCIAL 1. SCHEDULE OF REQUIREMENTS MINISTRY OF DEFENCE Name and Address of Schedule of Requirements Tender No. Contractor for TTHC/0015 TBD In Service Support (ISS) for the UK Element of GWS 60 Harpoon Issued With On Previous Contract No Covering Letter THWSC/0001 Item No Description Total Firm Price £ Sterling (ex-VAT) 1 PDS Activities in accordance with the Statement of Work at Annex A to the Contract. 2 To undertake Additional Tasks not included in Item 1 in – accordance with Annex B to the Contract. 3 Supply Spares in accordance with Annex C to the Contract. – 4 Carry out Survey and Repairs as required by the Authority in – accordance with Annex D to the Contract. CONDITIONS OF CONTRACT The Contract is subject to the Terms and Conditions attached OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 4 of 19 OFFICIAL SENSITIVE – COMMERCIAL 2. GENERAL CONDITIONS DEFCON 92 (Edn. 08/90) - Failure of Performance DEFCON 501 (Edn. 08/14) – Definitions and Interpretations NOTE: For the purposes of this Contract, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON 503 (Edn. 06/14) – Amendments to Contract DEFCON 515 (Edn.10/04) – Bankruptcy and Insolvency DEFCON 516 (Edn.04/12) – Equality DEFCON 518 (Edn.11/12) – Transfer DEFCON 520 (Edn.07/11) – Corrupt Gifts and Payments of Commission DEFCON 521 (Edn.04/12) – Sub-Contracting to Supported Businesses DEFCON 526 (Edn. 08/02) – Notices DEFCON 527 (Edn. 09/97) – Wavier DEFCON 528 (Edn. 05/12) – Overseas Expenditure, Import and Export Licences NOTE: The Contractor's attention is drawn to Clause 2 of DEFCON 528 requiring notification of overseas expenditure. In this connection, the Contractor shall, within one month of acceptance of the Contract, notify the Contracts Branch of details of any overseas sub-contract or order placed, or intends to place, in aid of the contract. Details to be provided are: Contract No; Country in which sub-contract placed/to be placed; Name, Division and full postal address of sub-contractor; Value of sub-contract as applicable to main contract; Date placed/to be placed. If no overseas orders are to be placed, the Contractor shall advise the Contracts Branch to this effect in the same timescale DEFCON 529 (Edn. 09.97) – Law (English) DEFCON 530 (Edn. 07/04) – Dispute Resolution (English Law) DEFCON 531 (Edn. 05/05) – Disclosure of Information DEFCON 532A (Edn. 06/10) – Protection of Personal Data (Where Personal Data is not being processed on behalf of the Authority) DEFCON 537 (Edn.06/02) – Rights of Third Parties DEFCON 538 (Edn.06/02) – Severability DEFCON 539 (Edn.08/13) – Transparency DEFCON 550 (Edn 02/14) – Child Labour and Employment Law DEFCON 566 (Edn. 07/14) – Change of Control of Contractor DEFCON 614 (Edn. 09/03) - Default OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 5 of 19 OFFICIAL SENSITIVE – COMMERCIAL DEFCON 620 (Edn. 06/14) – Contract Change Control Procedure DEFCON 656 (Edn. 03/06) – Break NOTE: For the purposes of clause 1 (one) of this condition, the period of notice shall be 2 (two) months and 1 (one) month respectively. DEFCON 697 (Edn. 07/13) – Contractors On Deployed Operations - CONDO 2.1 Duration a. The Contract shall commence on 01 December 2014 and complete on 30 November 2018, unless terminated or extended in accordance with the terms of the Contract. b. Any activity or task under Contract Line Items 2 to 4 that have been contracted prior to 30 November 2018, but which completes after that date, will remain a valid activity or task under the terms of the Contract. 2.2 Security Measures a. In accordance with Annex O to the Contract, the Secret Matter of the Contract is defined in the Authority’s letter (TBC). Any changes in these classifications will be notified by the Authority’s Project Manager, hereafter known as the APM, as detailed at Box 2 of DEFFORM 111 (Appendix to Contract) to whom enquiries about the Security Aspects Letter should be addressed. 2.3 Controlled Information a. This Condition shall apply in addition to and notwithstanding DEFCON 531 (Disclosure of Information) or any other confidentiality condition of the Contract. b. For the purposes of this Condition 'Controlled Information' shall mean any information in any written or tangible form which is disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract, and which is identified by the legend ' Controlled Information' or other approved legend notified to the Contractor. Controlled Information shall exclude information provided by oral communication. c. The Contractor shall: i. hold the Controlled Information and not to use it other than for the purpose of discharging its obligations under the Contract; ii. not to copy the Controlled Information except as strictly necessary for the purpose of discharging its obligations under the Contract; iii. not to disclose the Controlled Information to any third party unless so authorised in writing beforehand by the Authority; iv. protect the Controlled Information diligently against unauthorised access and against loss; and, v. act diligently to ensure that: (1) Controlled Information is disclosed to its employees only to the extent necessary for the purpose of discharging its obligations under the Contract; OFFICIAL SENSITIVE – COMMERCIAL Terms and Conditions Page 6 of 19 OFFICIAL SENSITIVE – COMMERCIAL (2) employees to whom Controlled Information is disclosed are made aware of and required to comply with the terms of this Condition. d. Where Controlled Information is provided to the Contractor, it shall: i. compile a register of that Controlled Information, which shall include explicit description of the Controlled Information, a record of the number of copies made and a record of all access to the Controlled Information including access to any copies of the Controlled Information. ii. maintain this register for the duration of the Contract and for two years following completion of the Contract. iii. make the register of access available to the Authority upon reasonable notice for inspection and audit for so long as it is required to be maintained under this Condition; and, iv. at the completion of the Contract, return to the Authority all original and duplicate copies of the Controlled Information, or else at the Authority’s option, destroy these copies and provide a certificate of destruction to the Authority. e. This Condition shall not diminish or extinguish any right of the Contractor to copy, use or disclose any other information to the extent that it can show: i. that the information concerned was or has become published or publicly available for use without breach of any provision of the Contract or any other agreement between the parties; ii. that the information was already known to it (without restrictions on disclosure or use) prior to receiving it under or in connection with the Contract; iii. that the information concerned was lawfully provided by a third party without restriction on use or further disclosure; or iv. from its records, that the information was derived independently of the Controlled Information; to the extent that copying use or disclosure of this other information shall not disclose its relationship to any Controlled Information. 2.4 Order of Precedence a. In the event of conflict between the contents of any technical or administrative documents and the Terms and Conditions of the Contract, the Contractor shall seek immediate direction from the Authority’s Commercial Officer as detailed at Box 1 of DEFFORM 111 (Appendix to Contract).