Common use of FRAMEWORK ARRANGEMENTS Clause in Contracts

FRAMEWORK ARRANGEMENTS. DEFINITIONS AND INTERPRETATION In this Framework Agreement expressions and capitalised terms shall have the meaning ascribed to them in Framework Schedule 12 (Definitions and Interpretations). The interpretation and construction of this Framework Agreement shall all be subject to the following provisions: words importing the singular meaning include where the context so admits the plural meaning and vice versa; words importing the masculine include the feminine and the neuter and vice versa; the words "include", "includes" "including" "for example" and "in particular" and words of similar effect shall not limit the general effect of the words which precede them; references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted; headings are included in this Framework Agreement for ease of reference only and shall not affect the interpretation or construction of this Framework Agreement; references in this Framework Agreement to any Clause or Framework Schedule without further designation shall be construed as a reference to the Clause or sub-Clause or Schedule to this Framework Agreement so numbered; references in this Framework Agreement to any Paragraph or Sub-Paragraph without further designation shall be construed as a reference to the Paragraph or sub-Paragraph of the relevant Framework Schedule to this Framework Agreement so numbered; reference to a Clause is a reference to the whole of that Clause unless stated otherwise; terms or expressions contained in this Framework Agreement which are capitalised but which do not have an interpretation in Framework Schedule 12 (Definitions and Interpretations) shall be interpreted in accordance with the common interpretation within the relevant market sector/industry where appropriate. Otherwise they shall be interpreted in accordance with the dictionary meaning; In the event and to the extent only of any conflict between any provisions of this Framework Agreement the conflict shall be resolved, subject to Clause FW-1.5 of this Framework Schedule, in accordance with the following order of precedence: the Clauses and Framework Schedule 8 (Charging Structure) and Framework Schedule 12 (Definitions and Interpretations); Framework Schedules 1 to 7 inclusive, Framework Schedules 9, 10 and 13 and any annexes to them; Framework Schedule 11 (Supplier’s Tender Response). If there is any conflict between the provisions of this Framework Agreement and the provisions of any Call Off Agreement, the provisions of this Framework Agreement shall prevail over those of the Call Off Agreement save that: any refinement to the Order Form and Call Off Terms permitted for the purposes of a Call Off Agreement under Clause FW-6 (Call Off Procedure) shall prevail over Framework Schedule 4 (Order Form and Call Off Terms); and subject to Clause FW-1.5, the Call Off Agreement shall prevail over Framework Schedule 11 (Supplier’s Tender Response). Where the Tender contains provisions which are more favourable to the Authority in relation to the rest of the Framework Agreement, such provisions of the Tender shall prevail. The Authority shall in their absolute and sole discretion determine whether any provision is more favourable to them in relation to the Framework Agreement. Each time a Call Off Agreement is entered into, the warranties, representations and undertakings given by the Supplier under this Framework Agreement which relate to that Call Off Agreement shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty, representations and undertakings are being repeated. All Framework Schedules annexed to this Framework Agreement are expressly made a part of this Framework Agreement and are hereby made effective.