Common use of AUTHORITY REMEDIES FOR DEFAULT Clause in Contracts

AUTHORITY REMEDIES FOR DEFAULT. Remedies 38.1.1 Without prejudice to any other right or remedy of the Authority howsoever arising (including under Schedule 6 (Service Levels, Service Credits and Performance Monitoring)) and subject to the exclusive financial remedy provisions in Clauses 13.5 (Service Levels and Service Credits) and Clause 6.1.9(b) (Delay Payments), if the Supplier commits any Default of this Contract then the Authority may (whether or not any part of the Services have been Delivered) do any of the following: (a) at the Authority's option, give the Supplier the opportunity (at the Supplier's expense) to remedy the Default together with any damage resulting from such Default (where such Default is capable of remedy) or to supply Replacement Services and carry out any other necessary work to ensure that the terms of this Contract are fulfilled, in accordance with the Authority's instructions; (b) carry out, at the Supplier's expense, any work necessary to make the provision of the Services comply with this Contract; (c) if the Default is a material Default that is capable of remedy (and for these purposes a material Default may be a single material Default or a number of Defaults or repeated Defaults - whether of the same or different obligations and regardless of whether such Defaults are remedied - which taken together constitute a material Default): (i) instruct the Supplier to comply with the Rectification Plan Process; (ii) suspend this Contract (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) the Services; (iii) without terminating or suspending the whole of this Contract, terminate or suspend this Contract in respect of part of the provision of the Services only (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) such part of the Good and/or Services; 38.1.2 Where the Authority exercises any of its step-in rights under Clauses 38.1.1(c)(ii) or 38.1.1(c)(iii), the Authority shall have the right to charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Authority (including any reasonable administration costs) in respect of the supply of any part of the Services by the Authority or a third party and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining Replacement Replacement Services. 38.1.3 Where the Authority has instructed the Supplier to comply with the Rectification Plan Process pursuant to Clause 38.1.1(c)(i): (a) the Supplier shall submit a draft Rectification Plan to the Authority for it to review as soon as possible and in any event within five (5) Working Days (or such other period as may be agreed between the Parties) from the date of Authority’s instructions. The Supplier shall submit a draft Rectification Plan even if the Supplier disputes that it is responsible for the Default giving rise to the Authority’s request for a draft Rectification Plan. (b) the draft Rectification Plan shall set out: (i) full details of the Default that has occurred, including a root cause analysis; (ii) the actual or anticipated effect of the Default; and (iii) the steps which the Supplier proposes to take to rectify the Default (if applicable) and to prevent such Default from recurring, including timescales for such steps and for the rectification of the Default (where applicable). 38.1.4 The Supplier shall promptly provide to the Authority any further documentation that the Authority requires to assess the Supplier’s root cause analysis. If the Parties do not agree on the root cause set out in the draft Rectification Plan, either Party may refer the matter to be determined by an expert in accordance with paragraph 5 of Schedule 12 (Dispute Resolution Procedure). 38.1.5 The Authority may reject the draft Rectification Plan by notice to the Supplier if, acting reasonably, it considers that the draft Rectification Plan is inadequate, for example because the draft Rectification Plan: (a) is insufficiently detailed to be capable of proper evaluation; (b) will take too long to complete; (c) will not prevent reoccurrence of the Default; and/or (d) will rectify the Default but in a manner which is unacceptable to the Authority. 38.1.6 The Authority shall notify the Supplier whether it consents to the draft Rectification Plan as soon as reasonably practicable. If the Authority rejects the draft Rectification Plan, the Authority shall give reasons for its decision and the Supplier shall take the reasons into account in the preparation of a revised Rectification Plan. The Supplier shall submit the revised draft of the Rectification Plan to the Authority for review within five (5) Working Days (or such other period as agreed between the Parties) of the Authority’s notice rejecting the first draft. 38.1.7 If the Authority consents to the Rectification Plan, the Supplier shall immediately start work on the actions set out in the Rectification Plan.

AUTHORITY REMEDIES FOR DEFAULT. Remedies 38.1.1 Without prejudice to any other right or remedy of the Authority howsoever arising (including under Schedule 6 (Service Levels, Service Credits and Performance Monitoring)) and subject to the exclusive financial remedy provisions in Clauses 13.5 (Service Levels and Service Credits) and Clause 6.1.9(b) (Delay Payments), if the Supplier commits any Default of this Contract then the Authority may (whether or not any part of the Services have been Delivered) do any of the following: (a) at the Authority's option, give the Supplier the opportunity (at the Supplier's expense) to remedy the Default together with any damage resulting from such Default (where such Default is capable of remedy) or to supply Replacement Services and carry out any other necessary work to ensure that the terms of this Contract are fulfilled, in accordance with the Authority's instructions; (b) carry out, at the Supplier's expense, any work necessary to make the provision of the Services comply with this Contract; (c) if the Default is a material Default that is capable of remedy (and for these purposes a material Default may be a single material Default or a number of Defaults or repeated Defaults - whether of the same or different obligations and regardless of whether such Defaults are remedied - which taken together constitute a material Default): (i) instruct the Supplier to comply with the Rectification Plan Process; (ii) suspend this Contract (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) the Services; (iii) without terminating or suspending the whole of this Contract, terminate or suspend this Contract in respect of part of the provision of the Services only (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) such part of the Good and/or Services; 38.1.2 Where the Authority exercises any of its step-in rights under Clauses 38.1.1(c)(ii) or 38.1.1(c)(iii), the Authority shall have the right to charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Authority (including any reasonable administration costs) in respect of the supply of any part of the Services by the Authority or a third party and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining Replacement Replacement Services. 38.1.3 Where the Authority has instructed the Supplier to comply with the Rectification Plan Process pursuant to Clause 38.1.1(c)(i): (a) the Supplier shall submit a draft Rectification Plan to the Authority for it to review as soon as possible and in any event within five (5) Working Days (or such other period as may be agreed between the Parties) from the date of Authority’s instructions. The Supplier shall submit a draft Rectification Plan even if the Supplier disputes that it is responsible for the Default giving rise to the Authority’s request for a draft Rectification Plan. (b) the draft Rectification Plan shall set out: (i) full details of the Default that has occurred, including a root cause analysis; (ii) the actual or anticipated effect of the Default; and (iii) the steps which the Supplier proposes to take to rectify the Default (if applicable) and to prevent such Default from recurring, including timescales for such steps and for the rectification of the Default (where applicable). 38.1.4 The Supplier shall promptly provide to the Authority any further documentation that the Authority requires to assess the Supplier’s root cause analysis. If the Parties do not agree on the root cause set out in the draft Rectification Plan, either Party may refer the matter to be determined by an expert in accordance with paragraph 5 of Schedule 12 (Dispute Resolution Procedure). 38.1.5 The Authority may reject the draft Rectification Plan by notice to the Supplier if, acting reasonably, it considers that the draft Rectification Plan is inadequate, for example because the draft Rectification Plan: (a) is insufficiently detailed to be capable of proper evaluation; (b) will take too long to complete; (c) will not prevent reoccurrence of the Default; and/or (d) will rectify the Default but in a manner which is unacceptable to the Authority. 38.1.6 The Authority shall notify the Supplier whether it consents to the draft Rectification Plan as soon as reasonably practicable. If the Authority rejects the draft Rectification Plan, the Authority shall give reasons for its decision and the Supplier shall take the reasons into account in the preparation of a revised Rectification Plan. The Supplier shall submit the revised draft of the Rectification Plan to the Authority for review within five (5) Working Days (or such other period as agreed between the Parties) of the Authority’s notice rejecting the first draft. 38.1.7 If the Authority consents to the Rectification Plan, the Supplier shall immediately start work on the actions set out in the Rectification Plan.

AUTHORITY REMEDIES FOR DEFAULT. 38.1 Remedies 38.1.1 Without prejudice to any other right or remedy of the Contracting Authority howsoever arising (including under Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring)) and subject to the exclusive financial remedy provisions in Clauses 13.5 13.6 (Service Levels and Service Credits) and Clause 6.1.9(b6. 4.1 (b) (Delay Payments), if the Supplier commits any Default of this Call Off Contract then the Contracting Authority may (whether or not any part of the Services have been Delivered) do any of the following: (a) at the Contracting Authority's option, give the Supplier the opportunity (at the Supplier's ’s expense) to remedy the Default together with any damage resulting from such Default (where such Default is capable of remedy) or to supply Replacement Services and carry out any other necessary work to ensure that the terms of this Call Off Contract are fulfilled, in accordance with the Contracting Authority's instructions; (b) carry out, at the Supplier's ’s expense, any work necessary to make the provision of the Services comply with this Call Off Contract; (c) if the Default is a material Default that is capable of remedy (and for these purposes a material Default may be a single material Default or a number of Defaults or repeated Defaults - whether of the same or different obligations and regardless of whether such Defaults are remedied - which taken together constitute a material Default): (i) instruct the Supplier to comply with the Rectification Plan Process; (ii) suspend this Call Off Contract (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) the Services; (iii) without terminating or suspending the whole of this Call Off Contract, terminate or suspend this Call Off Contract in respect of part of the provision of the Services only (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) such part of the Good and/or Services; 38.1.2 Where the Contracting Authority exercises any of its step-in rights under Clauses 38.1.1(c)(ii) or 38.1.1(c)(iii), the Contracting Authority shall have the right to charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Contracting Authority (including any reasonable administration costs) in respect of the supply of any part of the Services by the Contracting Authority or a third party and provided that the Contracting Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining Replacement Replacement Services. 38.1.3 Where the Authority has instructed the Supplier to comply with the Rectification Plan Process pursuant to Clause 38.1.1(c)(i): (a) the Supplier shall submit a draft Rectification Plan to the Authority for it to review as soon as possible and in any event within five (5) Working Days (or such other period as may be agreed between the Parties) from the date of Authority’s instructions. The Supplier shall submit a draft Rectification Plan even if the Supplier disputes that it is responsible for the Default giving rise to the Authority’s request for a draft Rectification Plan. (b) the draft Rectification Plan shall set out: (i) full details of the Default that has occurred, including a root cause analysis; (ii) the actual or anticipated effect of the Default; and (iii) the steps which the Supplier proposes to take to rectify the Default (if applicable) and to prevent such Default from recurring, including timescales for such steps and for the rectification of the Default (where applicable). 38.1.4 The Supplier shall promptly provide to the Authority any further documentation that the Authority requires to assess the Supplier’s root cause analysis. If the Parties do not agree on the root cause set out in the draft Rectification Plan, either Party may refer the matter to be determined by an expert in accordance with paragraph 5 of Schedule 12 (Dispute Resolution Procedure). 38.1.5 The Authority may reject the draft Rectification Plan by notice to the Supplier if, acting reasonably, it considers that the draft Rectification Plan is inadequate, for example because the draft Rectification Plan: (a) is insufficiently detailed to be capable of proper evaluation; (b) will take too long to complete; (c) will not prevent reoccurrence of the Default; and/or (d) will rectify the Default but in a manner which is unacceptable to the Authority. 38.1.6 The Authority shall notify the Supplier whether it consents to the draft Rectification Plan as soon as reasonably practicable. If the Authority rejects the draft Rectification Plan, the Authority shall give reasons for its decision and the Supplier shall take the reasons into account in the preparation of a revised Rectification Plan. The Supplier shall submit the revised draft of the Rectification Plan to the Authority for review within five (5) Working Days (or such other period as agreed between the Parties) of the Authority’s notice rejecting the first draft. 38.1.7 If the Authority consents to the Rectification Plan, the Supplier shall immediately start work on the actions set out in the Rectification Plan.

AUTHORITY REMEDIES FOR DEFAULT. Remedies 38.1.1 Remedies Without prejudice to any other right or remedy of the Contracting Authority howsoever arising (including under Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring)) and subject to the exclusive financial remedy provisions in Clauses 13.5 13.6 (Service Levels and Service Credits) and Clause 6.1.9(b6.4.1(b) (Delay Payments), if the Supplier commits any Default of this Call Off Contract then the Contracting Authority may (whether or not any part of the Services have been Delivered) do any of the following: (a) : at the Contracting Authority's option, give the Supplier the opportunity (at the Supplier's ’s expense) to remedy the Default together with any damage resulting from such Default (where such Default is capable of remedy) or to supply Replacement Services and carry out any other necessary work to ensure that the terms of this Call Off Contract are fulfilled, in accordance with the Contracting Authority's instructions; (b) ; carry out, at the Supplier's ’s expense, any work necessary to make the provision of the Services comply with this Call Off Contract; (c) ; if the Default is a material Default that is capable of remedy (and for these purposes a material Default may be a single material Default or a number of Defaults or repeated Defaults - whether of the same or different obligations and regardless of whether such Defaults are remedied - which taken together constitute a material Default): (i) ): instruct the Supplier to comply with the Rectification Plan Process; (ii) ; suspend this Call Off Contract (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) the Services; (iii) ; without terminating or suspending the whole of this Call Off Contract, terminate or suspend this Call Off Contract in respect of part of the provision of the Services only (whereupon the relevant provisions of Clause 44 (Partial Termination, Suspension and Partial Suspension) shall apply) and step-in to itself supply or procure a third party to supply (in whole or in part) such part of the Good and/or Services; 38.1.2 ; Where the Contracting Authority exercises any of its step-in rights under Clauses 38.1.1(c)(ii) or 38.1.1(c)(iii), the Contracting Authority shall have the right to charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Contracting Authority (including any reasonable administration costs) in respect of the supply of any part of the Services by the Contracting Authority or a third party and provided that the Contracting Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining Replacement Replacement Services. 38.1.3 . Rectification Plan Process Where the Contracting Authority has instructed the Supplier to comply with the Rectification Plan Process pursuant to Clause 38.1.1(c)(i): (a) ): the Supplier shall submit a draft Rectification Plan to the Contracting Authority for it to review as soon as possible and in any event within five 10 (5ten) Working Days (or such other period as may be agreed between the Parties) from the date of Contracting Authority’s instructions. The Supplier shall submit a draft Rectification Plan even if the Supplier disputes that it is responsible for the Default giving rise to the Contracting Authority’s request for a draft Rectification Plan. (b) . the draft Rectification Plan shall set out: (i) : full details of the Default that has occurred, including a root cause analysis; (ii) ; the actual or anticipated effect of the Default; and (iii) and the steps which the Supplier proposes to take to rectify the Default (if applicable) and to prevent such Default from recurring, including timescales for such steps and for the rectification of the Default (where applicable). 38.1.4 . The Supplier shall promptly provide to the Contracting Authority any further documentation that the Contracting Authority requires to assess the Supplier’s root cause analysis. If the Parties do not agree on the root cause set out in the draft Rectification Plan, either Party may refer the matter to be determined by an expert in accordance with paragraph 5 152 of Call Off Schedule 12 11 (Dispute Resolution Procedure). 38.1.5 . The Contracting Authority may reject the draft Rectification Plan by notice to the Supplier if, acting reasonably, it considers that the draft Rectification Plan is inadequate, for example because the draft Rectification Plan: (a) : is insufficiently detailed to be capable of proper evaluation; (b) ; will take too long to complete; (c) ; will not prevent reoccurrence of the Default; and/or (d) and/or will rectify the Default but in a manner which is unacceptable to the Contracting Authority. 38.1.6 . The Contracting Authority shall notify the Supplier whether it consents to the draft Rectification Plan as soon as reasonably practicable. If the Contracting Authority rejects the draft Rectification Plan, the Contracting Authority shall give reasons for its decision and the Supplier shall take the reasons into account in the preparation of a revised Rectification Plan. The Supplier shall submit the revised draft of the Rectification Plan to the Contracting Authority for review within five (5) Working Days (or such other period as agreed between the Parties) of the Contracting Authority’s notice rejecting the first draft. 38.1.7 . If the Contracting Authority consents to the Rectification Plan, the Supplier shall immediately start work on the actions set out in the Rectification Plan.