request for quotation

Short - Response Document

RFQ-FY21-02

Policy Date: 16-10-2015

Response Date:

12:00hrs - 31st July 2020

Page 11 of 12

Catapult Open

Request for Quotation

RFQ FY21 – 02

PROVISION OF

A quotation for the supply of satellite-based technology services for the identification and monitoring of production and supply risk in Colombian cacao farming.

Please respond by 12.00hrs 31st July 2020

Contents Page

Contents 2

Reference documents explaining the request and process 3-5

Timetable (Section 9) 5

Evaluation Approach & Scoring Criteria (Section 10) 6

Response Requirements (Section 11) 7-11

Specification – Statement of Work Requirements – Annex 1 12-15

Terms & conditions - Annex 2 16

Communications support to use the My Tenders portal - www.mytenders.co.uk – Annex 3 17

1. INTRODUCTION

SATELLITE APPLICATIONS CATAPULT

The Satellite Applications Catapult is an independent innovation and technology company, created to foster growth across the economy through the exploitation of space. We help organisations make use of and benefit from satellite technologies and bring together multi-disciplinary teams to generate ideas and solutions in an open innovation environment. We are a not-for-profit research organisation that acts as a neutral, trusted entry point to the network of UK expertise in applications development across government, academia and industry.

The Catapult is one of a network of centres established by Innovate UK to accelerate the take up of emerging technologies. Find out more at: sa.catapult.org.uk/

The Satellite Applications Catapult and the Manufacturing Technology Centre (MTC) are collaborating on the creation of the COLombian COcoa (COLCO) control system, which aims to help increase the yield and consistency in quality of cocoa produced in Colombia. The COLCO project is aligned with the vision of the Colombian Government.

“To be leaders in the production and sale of cocoa and its derivatives in the region and to be a leading export platform towards regions of high potential; being an engine for job creation and sustainable development, environmental and economic.”

The Catapult is opening this opportunity to interested UK parties, who wish to support the demonstration of how satellite-based services can be coupled with web/mobile applications for data collection and delivery to provide improved cacao farm management. We are looking for UK-registered collaborators to work on the COLCO project between July 2020 and May 2021, with the possibility of project extension subject to the agreement and further funding from Innovate UK.

The successful applicant will be provided with further details about the project and be invited to contribute to the COLCO system solutions, which have the potential to support different entities across the cacao supply chain in Colombia and be transferred to other agricultural supply chains. The successful supplier will work with the consortium of UK- and Colombia-based participants to design, develop and deliver an operational demonstrator, which would be expected to be at TRL 6-7 (see Annex 1 Page 12) by the end of the activities funded in this subcontract and which would work within and enhance the COLCO system offering. As part of the project, COLCO activities will be showcased through articles, workshops and conference/meeting presentations. 

Therefore, we are looking to sub-contract a UK-registered business to deliver weather/climate information and associated products/services to farmers and extension workers/field technicians in order to support on-farm decision making and mitigation against extreme weather events. Where possible, this weather/climate information should be translated into regional and, if possible, country-wide cacao production risk indicators, which in turn informs cacao aggregators/purchasers on the risk to their cacao supply. The visualisation and delivery of all the above information should be made through a mobile phone/web application, that also allows the parallel visualisation of any other relevant datasets, where these exist, particularly at farm level (e.g. farm location, field boundaries, species of cacao planted). This application should also allow end users to add data, for example field/farm boundaries. 

2. PURPOSE OF THIS DOCUMENT

The purpose of this request is for the Satellite Applications Catapult to receive sufficient information from potential Suppliers interested in supplying the specified requirements and to allow an assessment to be made of their capacity and suitability to supply the services specified.

Please respond in the format presented. Responses should contain:

I. Information relating to requirements detailed in Annex 1 and evaluation criteria in Section 9 of this document.

II. Supplier Organisational information (Sections A&B);

III. Provision of commercial response and costs Information (Section C).

IV. Completed Data Protection Questionnaire (Section D).

3. SPECIFICATION OF REQUIREMENTS

Refer to the requirements detailed within in Annex 1 which details the requirements.

4. AWARD TERMS

Any Contract awarded will be let based on the Satellite Applications Catapult’s provided terms and conditions (see Annex 2). Terms and conditions will not be amended after the contract award has been made. Any questions regarding terms and conditions should be made in writing before the closing date for responses to this RFQ. For the avoidance of doubt, all Foreground intellectual property created pursuant to the subsequent award shall be owned by the Satellite Applications Catapult and/or the project funder, Innovate UK.

5. CLARIFICATION QUESTIONS

The Catapult will not enter detailed private discussions regarding the goods or services. Clarification questions should be submitted through the procurement@sa.catapult.org.uk email address by 12:00hrs on 20th July 2020. Please use the following reference when submitting questions related to this RFQ: RFQ-FY-21-02 Answers to all clarification questions will be issue by close of business on 22nd July 2020.

6. RELEVENCE & VERIFICATION OF INFORMATION PROVIDED

It is the Bidder’s responsibility to provide all the answers and information requested in a clear, concise and logical manner and at the appropriate points within the response document. But any cross referencing and reliance on enclosures (other than where specifically requested) should be avoided. Please DO NOT:

· include any promotional literature or cross-reference to any web-based material, as this will not be considered as part of the evaluation procedure,

· provide any information other than that requested, as this will not be considered as part of the evaluation.

· include any marketing material with your submission.

The Catapult reserves the right to take into consideration additional information publicly available from external sources when undertaking the evaluation.

7. CONFIDENTIALITY

All information provided in this document shall remain confidential between the Supplier and the Satellite Applications Catapult. The Satellite Applications Catapult will not share this information with any other organisations or Public Bodies without the permission of the Supplier.

8. DISCLAIMER

The Satellite Applications Catapult reserves the right to award a contract to any or no Vendor responding to this invitation, and to amend any information or any requirements contained in the documentation. Suppliers should form their own conclusions about the methods and resources needed to meet these requirements.

The documentation and the information contained within it are the property of the Satellite Applications Catapult; all rights, including intellectual property rights, are reserved.

Suppliers may withdraw their responses at any time prior to accepting the notification of award by sending a notice of withdrawal to the Satellite Applications Catapult.

The Satellite Applications Catapult shall observe all its obligations under the General Data Protection Regulations (GDPR) and associated legislation which arises in connection with this tender. Any expenditure, work or effort undertaken by the supplier prior to the award of a contract is a matter solely for the own commercial judgement of the supplier.

IMPORTANT NOTE MANAGING COVID-19 – Without affecting Clause 15 of Terms Conditions (Annex 2) Because Bid evaluation and scoring will include a contract mobilisation and deployment plan - No extensions to the deadline for responses will usually be granted with very limited exception to situations where a Bidder finds themselves seeking to request an extension due to reasonable extenuating circumstances, those circumstances being beyond the Bidder’s control and unforeseen to them.

9. TIMETABLE

The indicative timetable is set out in the following table:

Deadline for receipt of questions

12:00hrs 20 July 2020

Issue of Question & Answer clarification.

22 July 2020

Deadline for receipt of proposals

12:00hrs 31 July 2020

Notification of award decision

07 August 2020

Contract mobilisation

10 August 2020

Works Completed by

31st May 2021 (see below)

The exact timescales for the work will be defined during discussions immediately following the award of the subcontract, and will need to reflect current travel restrictions, both nationally and internationally.  

10. THE EVALUATION APPROACH & SCORING CRITERIA

The Award will be based upon the assessment made by the Satellite Applications Catapult of the information submitted by vendors responding to the requirements outlined in the table below and within Annex 1.

C 1

Experience & relevance

30

To be considered for this project, applicants will need to demonstrate:

i. expertise in using satellite-based services to deliver relevant information to the agricultural sector, especially weather/climate information and in the area of production risk identification and monitoring.

ii. experience in developing and delivering products or services (including the collection, use and visualisation of in-field data) through the undertaking of focused user engagement activities (e.g. workshops, training) with stakeholders from different parts of the supply chain, including end users who might be illiterate and in areas with poor digital and physical infrastructure.

iii. experience in developing and designing mobile phone/web applications, including creating simple yet effective visualisations of different types/sources of data, and training end users in their use.

iv. a history of work in overseas agricultural sectors, specifically in tree crop production in Latin America (especially cacao in Colombia).

v. Please provide details using specific examples where your entity has had a key role in projects related to the areas detailed above.

vi. Please provide details on the relevance of the project and working in Colombia to your company, and why you are interested in co-investing in this opportunity.

C 2

Personnel & management

30

i. Please provide an overview of your proposed management & team structure indicating how the project will be resourced.

ii. Please provide details of the proposed project lead for this project, including:

a. Name

b. Relevant project experience,

c. Education level, including membership of Professional Organisations

iii. Please provide details of other proposed project personnel for this project, incl.:

a. Name,

b. Relevant project experience,

c. Education level, including membership of Professional Organisations

iv. Please provide details of any sub-contractors or non-directly employed personnel proposed to be used on this project.

C 3

Project plan

10

Please provide a detailed plan as to how the project will be delivered, stating resources required from yourselves and the Catapult as well as the major dependencies, risks and their mitigations you will take to reduce them

C 4 (a-c)

Cost

30

Please provide the pricing information detailed in section C page 10

The supplier who provides the lowest price the Services requirement detailed in Section C and Annex 1 will be given the maximum score available (30). Other suppliers’ higher prices will be awarded a proportionality lower score based upon their higher prices.

Total

100

Section

Criteria

Max score

Description

A, B

Business capacity requirements

Pass/Fail

Respondents must demonstrate how their organisation meets all the business requirements detailed in Section A+B

Evaluation - Following the submission of proposals, an evaluation panel made up from members of the projects team will review and score responses in accordance with the criteria above.

The supplier who achieves the highest overall evaluated score will be nominated as Preferred Supplier and issued with a contract based upon the Catapult’s Standard terms & Conditions for the Supply of Goods & Services (Annex 2 - Page 15). This contract will be from August 2020 until the end of the project in May 2021.

11. RESPONSE REQUIREMENTS

Please use this document, including all the ANNEX attachments and respond either by: electronic copy of the Respondents’ proposal submitted via the ‘My Tenders’ tendering portal, or respond via email, to procurement@sa.catapult.org.uk by no later than 31st July. Tenderers should supply a response no more than 6 pages in length (excluding your submissions relating to Sections A-D).

SupplierBuyer

Company Name:-     Satellite Applications Catapult Ltd

Contact Name:-     Alistair Ferrier

Telephone Number:-     07810 441 447

Email Address:-     @     procurement@sa.catapult.org.uk

Position within the CompanyProcurement Manager

Persons authorised to sign on behalf of the CompanyStuart Martin – CEO

SECTION A – SUPPLIER ORGANISATION INFORMATION

Please ensure that you complete the questions relevant to your organisation.

A1

Full name of the organisation submitting the quotation

A2

Please confirm the status of the Supplier to be considered:

A response to this question is for the Catapult to understand the Supplier.

A

Your organisation is bidding to provide the services required itself

B

Your organisation is bidding in the role of Prime Contractor and intends to use third parties to provide some services (If yes go to question A3)

A3

If your answer to A2 was B, please indicate in the table all sub-contractors or members of the consortium which will be responsible for each element of the requirement.

If you have answered ‘yes’ to question A2 B - please response to this question.

Element of Requirement

Company / Organisation

How much of the requirement will they directly deliver (%)

%

%

%

A4

Details about the organisation named in A1:

A

Company Registration Number

B

Date of Registration

C

Registered Address

D

Annual turnover

E

VAT Registration Number (if applicable)

F

Please select the legal status of the organisation applying

1

a public limited company

|_|

2

a limited company

|_|

3

a sole trader

|_|

4

a partnership

|_|

5

a Limited Liability Partnership

|_|

6

a consortium

|_|

A5

Conflicts of Interest/Related Parties

Is there any other work being undertaken or likely to be undertaken by your organisation (or consortium) which could give rise to a conflict of interest?

If Yes please provide details below

Is your organisation, or are any members of your organisation, related parties to any members of the Satellite Applications Catapult? (A related party could be a family member, relative, friend, prior business supplier or related corporation)

SECURITY REQUIREMENTS

A6

Do you have a company representative who is responsible for security

|_| Yes

|_| No

A7

Does your organisation operate an Information Security Management system certified to International, European or equivalent standard (e.g. BS EN ISO 27001) or is your company certified to Cyber Essentials Plus?

|_| Yes

|_| No

A8

If you have answered “Yes” to the above, please provide:

Name and approval certificate Number

Certificate Expiry Date

A9

Please self-certify that your organisation has an in-house policy for the management of information security that fully complies with current legislative requirements.

|_| Yes

|_| No

A10

Has your organisation (or any member of your proposed consortium, if applicable) Directors or partner or any other person who has powers of representation, decision or control been convicted of any offences (if yes please provide details in separate annex)

|_| Yes

|_| No

SECTION B – RESPONSE REQUIREMENTS

This section seeks to understand how your organisation can meet the requirements of the Statement of Works Requirement Specification

B1

Statement of Work Requirement Specification

Please confirm you have attached your response to the Specification of Requirements (Annex 1).

B2

Indemnity and Liability Provision

Please confirm your organisation insurances:

Professional Indemnity - £5m

Employers Liability - £5m

Public/Products Liability - £5m

SECTION C – COMMERCIAL AND PRICE INFORMATION

The following section outlines the commercial and price offer based on the User Requirement Specification.

(a) Personnel Rate card for contract period

Rates

Hourly

Daily

 

Insert Resource #1 type & description of activities

 

 

Insert Resource #2 type & description of activities

 

 

Insert Resource #3 type & description of activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b) Equipment Costs

Unit price

Please detail the costs of any equipment which will be required to

 

fulfil the services during the contract period.

 

 

 

 

 

(c) Costs for completing the Statement of Work - Requirements

Qty

Unit Cost

Total Cost

Please insert all Resources/equipment (see above) and or any

 

 

£0.00

other costs required to complete the advertised

 

 

£0.00

scenario.

 

 

£0.00

 

 

 

£0.00

 

 

 

£0.00

 

 

 

£0.00

TOTAL COST (Before Vendor Contribution):

 

 

£0.00

Contribution ‘in kind’ from supplier:

 

 

 

Please provide details of the ‘in kind’ contribution you intend to make to ensure the total value paid by the Catapult is less than the stated sum

£0.00

TOTAL COST (After Vendor Contribution) - sum to be evaluated:

£0.00

For the avoidance of doubt: 1. The prices/rates quoted in this offer worksheet are exclusive of VAT. 2. The prices/rates should be based on an eight (8) hour working day. 3. Scenario cost to include travel & subsistence which shall be charged as detailed within the response.

SECTION D – DATA PROTECTION

D1

Data Protection

Irrespective of whether you are successful in your tender and insofar as the tender includes personal data (as defined under GDPR), we would like to retain your contact details in the event that a suitable opportunity arises.  If you are happy for us to hold this information please tick this box. 

|_| Yes, we are happy for you to retain our tender for the purposes outlined above.

|_| No, we are not happy for you to retain our tender.

Your information will only be held for 2 years from the date of conclusion of the tender process.  You are able to withdraw consent at any time by contacting procurement@sa.catapult.org.uk and your refusal to consent will in no way affect this tender process.

UNDERTAKING

To be signed by an Officer of the Supplier’s Company in their own name on behalf of the Company.

I certify that the information provided is accurate to the best of my knowledge and that I accept the conditions and undertakings requested in the Request for Quotation.

Signed for and on behalf of the Company

SIGNATURE

Name of person signing on behalf of the Company

PRINT

Position in the Company

PRINT

Company’s name and address

PRINT

Date

Annex 1 - Statement of Work Requirements.

The Satellite Applications Catapult (Catapult) and the Manufacturing Technology Centre (MTC) are collaborating on the creation of the COLombian COcoa (COLCO) control system, which aims to help increase the yield and consistency in quality of cacao produced in Colombia.

The Catapult is opening this opportunity to interested UK parties, who wish to support the demonstration of how satellite-based services can be coupled with web/mobile applications for data collection and delivery to provide improved cacao farm management. We are looking for UK-registered collaborators to work on the COLCO project between July 2020 and May 2021, with the possibility of project extension subject to the agreement and further funding from Innovate UK. The successful supplier will work with the consortium of UK and Colombia-based participants to design, develop and deliver an operational demonstrator, which would be expected to be at TRL 6-7 (see Figure 1) by the end of the activities funded in this subcontract and which would work within and enhance the COLCO system offering. As part of the project, COLCO activities will be showcased through articles, workshops & conference/meeting presentations. Figure 1. - NASA Technology Readiness Levels

We are looking to sub-contract a UK-registered business to deliver weather /climate information and associated products/services to farmers and extension workers/field technicians in order to support on-farm decision making and mitigation against extreme weather events. Where possible, this weather/climate information should be translated into regional and, if possible, country-wide cacao production risk indicators, which in turn informs cacao aggregators/purchasers on the risk to their cacao supply. The visualisation & delivery of all the above information should be made through a mobile phone/web application, that also allows the parallel visualisation of any other relevant datasets, where these exist, particularly at farm level (e.g. farm location, field boundaries, species of cacao planted). This application should also allow end users to add data (e.g. field boundaries).

Primary requirements: 

1. To work with Colombian consortium members to identify regional cacao production risk indicators (e.g. extreme weather events, pest & disease risk / occurrence) & translate these into cacao supply risk indicators providing this information to the relevant end users at regular intervals.  

i. To provide localised & accurate weather forecasts (either developed through an internal capability or from a third-party provider) and associated production intelligence that can be used to provide decision-making support for farmers and extension workers. The three main variables that need to be represented in weather forecasts are temperature, humidity & rainfall.

ii. Provision of a web/mobile phone application for presentation of all the above information and other relevant datasets in Spanish. This application should also allow the manual input of data by end users. This could be an existing application, which would need to be rebranded as a COLCO application but its creation attributed to the relevant entities (e.g. “COLCO application powered by org. X”), or an application built specifically for COLCO.

Secondary requirements:

iii. Work with Colombian participants to further develop these weather forecasts into a farm decision support service, where weather predictions are combined with best-practice advice to provide farmers and extension workers with actions they should take to minimise crop damage.

iv. Where data are available, carry out visualisation of the data for Colombian cacao farms (e.g. farm/field boundaries, soil type).

Considerations 

· The solution(s) proposed should make use of at least one satellite-based technology (Earth observation, satellite communications, Global Navigation Satellite System services).

· The COLCO project aims to offer an integrated solution for the Colombian cacao value chain. To this end, all data that are generated by COLCO system components will be ingested into and held securely in a COLCO data repository, where relevant data will be linked to provide enhanced insights into cacao production; this includes data generated as part of activities funded by this RfQ. In order to build a long-term sustainable and efficient service, visibility of the data structures/schemas used to store and transfer data is required, with any data transfer to the centralised data repository ideally happening through API(s).

· The COLCO project involves end users from a wide range of educational levels, including people who are illiterate and/or technology illiterate (e.g. they would not be able to use a smartphone). This needs to be taken into consideration for the design of the web/mobile phone application and the delivery of any workshops, training and usability tests (e.g. showing stakeholders how to operate developed apps).

· Cellular connectivity on Colombian cacao farms can be poor or intermittent, and infrastructure (e.g. roads) is often poor. These facts should be considered in the proposed solution(s). 

· It is highly likely that the travel restrictions imposed due to the coronavirus epidemic, both internationally and within Colombia, will affect the ability to carry out in-country activities, such as farm visits and testing, for some or all of the project phase duration. 

Deliverables: 

1. The delivery of reliable and usable cacao production and supply risk information to the relevant end users by means of a web/mobile phone application.

2. The delivery of accurate and localised weather predictions through a web/mobile phone application.

3. The visualisation of farm data for individual Colombian cacao farms, where the data exist, through the aforementioned web /mobile phone application (secondary).

4. The visualisation of all of the above in a mobile phone/web application. This could be an existing application, which would need to be rebranded as a COLCO application, but its creation attributed to the relevant entities (e.g. “COLCO application powered by organisation X”), or an application built specifically for COLCO.

5. Provide low-, medium- or high-fidelity prototypes of the application, as appropriate, when there is an opportunity to test with users, as needed during the development of COLCO.

6. Making the above data available for secure ingestion and storage by the COLCO data repository and use for data analytics.

7. Reports detailing the functionality of the above deliverables, any issues encountered and how they were resolved, and a roadmap for their future development. 

8. Inputs into project reporting, as necessary. 

Timelines:

 The Catapult is looking to award the work in early August 2020. The final work package delivery timetable will be agreed during discussions immediately following the award of the subcontract, and will need to reflect current travel restrictions, both nationally and internationally.  

Funding: available for this opportunity is in the region of high tens of thousands of pounds sterling but less than £70,000, with an expected additional in-kind contribution of at least 15-20% to be offered by the successful organisation, The Catapult is requesting this in-kind contribution in order to ensure inclusion in the future direction of the project. Due to the nature of the funding received for the COLCO project, in-kind contributions are being made by all project participants and are required from their suppliers. Successful applicants will need to cover their own travel and accommodation costs for any trips to Colombia (this can be included in the in-kind contribution). 

If you are interested in responding to this opportunity to join our collaboration as a supplier, please supply a response of no longer than six pages in length detailing the following:

 

1. Your proposed solution to, at a minimum, the primary requirements and deliverables listed above. This solution should take into account the considerations listed above, including coronavirus epidemic-related travel restrictions, both internationally and within Colombia (e.g. there might be limited capability to carry out usability testing with intended end users in Colombia), and indicate how these will be mitigated against and managed.

2. Your expertise in using satellite-based services to deliver relevant information to the agricultural sector, especially weather/climate information in a manner that can be used to support agricultural decision management. 

3. Your work in overseas agricultural sectors, especially in tree crop production in Latin America and in Colombia and cacao more specifically. 

4. Your experience in developing and delivering products or services (including the collection, use and visualisation of in-field data) through the undertaking of focused user engagement activities (e.g. workshops, training) with stakeholders from different parts of the supply chain, including end users who might be illiterate and in areas with poor infrastructure (digital and physical).

5. Your willingness to provide in-kind funding in the development of this opportunity, in an emerging market, and the strategic relevance of this to your company. 

6. The strategic relevance of the COLCO project to your organisation. The COLCO project aspires to long-term sustainability and in making lasting contributions and improvements to the Colombian cacao sector. Applicants need to demonstrate strategic ambition to work in Latin America (and more specifically Colombia) and/or the cacao sector. 

Your application will be scored against the evaluation criteria detailed in Section 10 – page 6, of this RFQ document.

Please supply your response no later than 12:00hrs on 31st July 2020 to: procurement@sa.catapult.org.uk

Annex 2

Catapult Terms & Conditions

Please see this separately embedded document:

Annex 3

COMMUNICATIONS via www.mytenders.co.uk

Please include primary points of contact in your organisation for your response to this RFQ

For help registering or resolving queries around mytenders.co.uk please find the following:

a) If the user is not registered with website please see below link to the supplier registration page:

https://www.mytenders.co.uk/Register_V2/Supplier_Register.aspx

b) Link to the notice search page:

https://www.mytenders.co.uk/Search/search_mainpage.aspx

c) It is on this page the user can search for notices published on our website.

To submit documents please see our Supplier Postbox user guide - link below:

https://www.mytenders.co.uk/userguides/Postbox%20-%20Supplier%20Guide.pdf

d) Also, please utilise the mytenders support desk if you need any assistance in using the website.

E-mail – support@mytenders.co.uk

Phone number – 0800 222 9006

End of document.

Request For Quotation

Issued Date 13 July 2020

SAC PO T&C's.pdf

PURCHASE ORDER TERMS AND CONDITIONS

1. Definitions 2. Acceptance and Orders 2.1. These Terms and Conditions (the “Conditions”) are supplied by the Satellite Applications Catapult Limited or its Affiliate (the “Company”) to the party to whom the Company’s Purchase Order is addressed (the “Supplier”) and shall be incorporated into each Purchase Order to form a contract (the “Contract”) for the purchase of goods and/or services (collectively the “Product”). In the event of a conflict between the Purchase Order and these Conditions, the Purchase Order shall prevail. 2.2. In the event of the Company entering into a bespoke agreement with the Supplier, including but not limited to a Statement of Work, Service Agreement or Collaboration Agreement, such bespoke agreement will prevail. 2.3. The Company shall be bound by an order only if it is issued on the Company’s standard Purchase Order form and signed by a duly authorised representative. No addition, variation or exclusion shall be binding unless agreed in writing and signed by a duly authorised representative of the Company 2.4. The submission of a Purchase Order to the Supplier constitutes an offer by the Company to purchase the Product, subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Supplier shall create an agreement between the parties pursuant to the Contract. 2.5. The execution and/or return of the Purchase Order form by the Supplier, or the commencement of work or delivery of the Product, constitutes acceptance of the Contract by the Supplier. 2.6. Prior to the Supplier’s acceptance, the Company reserves the right to revoke the Purchase Order without liability to the Supplier. 2.7. The Company retains the right to amend or vary the Contract, at any time including, but not limited to quality, quantity, delivery and design. 2.8. In the event that an amendment is made, the Supplier will evaluate and immediately inform the Company of any consequences, including but not limited to, the cost and delay of delivery. The Supplier shall not action any amendment until the Company has approved the consequences in writing.

3. Delivery 3.1. The Supplier shall deliver the Product on the date specified in the Purchase Order or, if no such date is specified, within 30 days of the date of the Purchase Order. Time is of the essence for the delivery of the Product. If the Supplier does not comply with its obligations in respect of delivery the Company may: cancel the Contract in whole or in part without incurring liability to the Supplier; refuse to accept any subsequent delivery of the Product which the Supplier attempts to make; purchase substitute or alternative Products elsewhere and recover from the Supplier any expenditure reasonably incurred by the Company in respect of obtaining the Product elsewhere; and/or claim damages for any additional costs incurred by the Company as a result of the Supplier’s failure to deliver the Product. 3.2. The Supplier shall ensure that the Product is properly packaged and secured to ensure delivery in good condition. 3.3. No charge shall be made for packaging or transportation materials unless specified in the Purchase Order. The Company shall not be responsible for returning any such materials. 3.4. Subject to the terms of the Purchase Order, the Product shall be delivered to the Company’s premises or any alternative address specified in the Purchase Order. Delivery of the Product shall be subject to the Company’s inspection and approval and a Product which the Company rejects pursuant to the Contract, shall be returned at the Supplier’s risk and expense.

4. Inspection 4.1. The Supplier shall test and inspect the Product prior delivery to ensure compliance with the Contract. The Company have the right to inspect, or appoint a third party to inspect the Product at the Supplier’s workplace or an alternative storage location. Any inspecting or testing carried out by the Company shall not relieve the Supplier from any of its responsibilities or liabilities under the Contract. 4.2. The Company shall not be deemed to have accepted the Products until it has had seven (7) days to inspect it after delivery.

5. Risk and Property 5.1. The Product shall be at the risk, of the Supplier until delivery to the Company pursuant to clause 3.4. 5.2. Title in the Product shall pass to the Company on acceptance, except if the Product is paid for prior to delivery, title shall pass to the Company once payment has been made. The passing of ownership in the Product is without prejudice to any right of rejection to which the Company may be entitled under the Contract or otherwise.

6. Price 6.1. In consideration of the rights and obligations set out in the Contract the Company shall pay the Supplier the price set out in the applicable Purchase Order. All prices are fixed and inclusive of all charges and duties, and are not subject to adjustment save as specifically provided in these Conditions. 6.2. In the event that VAT is properly chargeable on the supply of the Product, the Company shall pay such VAT provided that the Supplier provides the Company a VAT invoice.

6.3. Unless otherwise stated in the Purchase Order, payment of invoices shall be made by the end of the calendar month following the month in which the Product is received by the Company; or, on receipt of the Supplier’s invoice (whichever is latest). Without prejudice to any other right or remedy, the Company reserves the right at any time to set off an amount owing to it by the Supplier, against any amount payable by it to the Supplier under the Contract.

7. Warranties 7.1. The Supplier warrants that: the Product will conform with the quality, description, samples, drawings, specification and other particulars stated in the Purchase Order; that the Product shall be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier; and, will be free from all defects in materials, workmanship and installation. 7.2. This clause 7 shall survive any delivery, inspection, acceptance, payment or performance and shall extend to any replacement, repaired, substitute, or remedial equipment provided by the Supplier.

8. Liability 8.1. The Supplier shall be liable for any damage caused by any omission or defect of the Product, including incidental damages such as removal, inspection and cost of return. 8.2. The Supplier will, at its own expense, indemnify and hold harmless the Company from and against all direct liabilities including but not limited to loss of profits, loss of business, depletion of goodwill and other reasonable losses costs, proceedings, damages and expenses (including reasonable legal and professional fees) arising out of, or resulting from or occurring in connection with the Product.

9. Confidentiality and Company’s Property. 9.1. The Supplier shall keep in strict confidence the Company’s confidential information. Such information includes that which is of a confidential nature and has been disclosed to the Supplier. The Supplier shall restrict disclosure of and be responsible for the disclosure of such confidential information to its employees and agents only for the purpose of discharging the Supplier’s obligations to the Company. 9.2. All intellectual property rights supplied by the Company to the Supplier shall at all times be and remain the exclusive property of the Company, and shall be held by the Supplier in safe custody at its own risk, maintained and kept in good condition by the Supplier and returned immediately upon first written request. Such information shall not be disposed of or used other than in accordance with the Company's written instructions or authorisation. 9.3. All future intellectual property rights which are created as a result of the Supplier providing the Product to the Company, shall be the exclusive property of the Company and the Supplier agrees that it shall not exercise any purported rights of ownership, demand payment or account of profit as a result of the creation of such intellectual property. 9.4. This clause 9 shall survive termination of the Contract, however arising.

10. Insurance 10.1. The Supplier shall effect and maintain at its own cost, all applicable insurances as required by law and to cover their responsibilities and liabilities under the Contract. Nothing contained in the clause shall serve in any way to limit or waive the Supplier’s responsibilities or liabilities under the Contract.

11. Termination 11.1. The Company may terminate the Contract upon written notice to the Supplier and without liability to the Supplier if the Supplier: fails to perform or otherwise breaches this Contract. 11.2. The Company may terminate the Contract for any other reason upon 30 days written notice to the Supplier. The Supplier shall cease to provide the Product from the date set out in the termination notice. 11.3. In the event of such termination, the Company shall be liable to the Supplier only for the Product which has been satisfactorily performed or delivered to the Company up to the date of termination, less appropriate and reasonable offsets, including any additional costs incurred by the Company resulting from termination. 11.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect and termination shall not affect any rights, remedies, obligations or liabilities the parties have accrued up to the date of termination.

12. Force Majeure 12.1. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen or was unavoidable. If such event or circumstance prevents the Supplier from providing the Product within a reasonable period from the anticipated delivery date, the Company shall have the right to terminate the Contract without liability with immediate effect by giving written notice to the Supplier.

13. Assignment and subcontract 13.1. The Supplier shall not assign, transfer, subcontract or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Company.

14. Notices 14.1. Any notice or other communication required to be given to the Company or Supplier in connection with the Contract shall be in writing and shall be delivered to the other to its principal place of business by hand or by pre-paid first-class post or other next working day delivery service.

15. Waiver 15.1. Any failure or delay by the Company to enforce the performance of its rights under the Contract or by law shall not be deemed to be a waiver of its rights, nor shall such failure or delay prevent or restrict the further exercise of that or any other right or remedy.

16. Severance 16.1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or par-provision shall be deemed deleted. Any modification to or deletion of a provision, the relevant provision or part-provision under this clause shall not affect the validity or enforceability of the rest of this agreement.

17. Third party rights 17.1. No one other than a party to this agreement shall have any right to enforce any of its terms

18. Entire Agreement 18.1. The terms and conditions set out in the Contract, together with any subsequent amendments made in writing by the Company represent the entire terms and conditions of the agreement between the Company and the Supplier.

19. Applicable Law and Jurisdiction 19.1. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales. The Supplier agrees to submit to the exclusive jurisdiction of the English Courts.