EXHIBIT No. 10.6.1
AMENDMENT TO CONTRACT
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AMENDMENT TO CONTRACT No. 626202 BETWEEN British Telecommunications plc and
Porta Systems Corp.
AMENDMENT No: 127
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IT IS AGREED as follows:
l. The above Contract is amended as specified below, with immediate effect.
2. The estimated total value of the Contract remains unchanged.
3. All other provisions of the Contract remain unchanged.
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Amendment Details:
l. The Terms and Conditions shall be replaced with the following set attached
except for the following Clauses and Appendices which will remain valid:
Clause 5 Specifications and Drawings
Clause 0 Xxxx Xxxxxxxx
Xxxxxx 00 Xxxxxx Xxxxxx Government Export Administration Regulations
Appendix A List and Description of Products
Appendix C List of Components/Drawing No's
Appendix E United States Government Export Administration Regulations
Appendix F Licence Agreement remains valid apart from the following
modifications:
Clause 3 Term of Agreement
"The Agreement and the licenses granted thereunder shall
continue in force and effect unless determined in accordance
with the provisions hereof, and shall survive the
termination or expiry of the Contract which ever is the
sooner, by a period of five (5) years".
Clause 16 Notices amendment to BT address as follows:
British Telecommunications plc
Intellectual Property Department
Holborn Centre
PP 823
000 Xxxxxxx
Xxxxxx XX l N 2TE
Appendix F Amendment to Licence Agreement dated 9 July 1993 remains
valid apart from the following modifications:
Clause 1 Sub-clause 4.1 is deleted.
Clause 1 Sub-clause 4.2(b) shall be replaced with:
"Protector Module 4A or its replacement Protector Module 9A"
and add Sub-clause 4.2"(e) Inserter Wire 8A".
Clause 1 Sub-clause 4.5 is deleted.
Clause 4 is deleted.
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Signed for and on behalf of Signed for and on behalf of BT:
Porta Systems Corp:
Name:* /s/XXXXXXX X. XXXXXX Name: XXX XXXXXXX
---------------------------------
(BLOCK CAPITALS)
Signature:* /s/ Xxxxxxx X. Xxxxxx Signature: Xxx Xxxxxxx
--------------------------------- ------------------------------
Title:* CEO Title: Manager, Engineering
------------------------- Materials Procurement
Date: * 19/11/96 Date: 19/11/96
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* Please insert
========================================
CONTRACT
for the supply of
MAINS DISTRIBUTION
FRAME JACKS TESTS,
PROTECTOR MODULES
AND ANCILLARIES
Contract No 626202
========================================
From
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BT Supply Management
Swindon
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========================================
September 1996
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CONTRACT No: 626202
RELATING TO THE SUPPLY OF MAINS DISTRIBUTION FRAME JACKS TESTS,
PROTECTOR MODULES AND ANCILLARIES
This Contract is made on 1 September 1996 between:
1) BRITISH TELECOMMUNICATIONS public limited company whose registered
office is at 0 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX and whose registered number is
1800000 ("BT"); and
2) PORTA SYSTEMS CORP. whose registered office is at 000 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxx Xxxx, and whose registered number is 11791 ("the
Contractor").
IT IS AGREED as follows:
The provisions of the following documents form part of this Contract:
(1) the attached Schedule l (headed 'Requirements')
(2) the attached Schedule 2 (headed 'the Contract Conditions')
(3) the Booklet "Working with BT"
2. In consideration of BT's obligations under this Contract, the Contractor
agrees to supply Goods to BT in accordance with, and subject to, the
provisions of this Contract.
3. NO VARIATION TO THIS CONTRACT SHALL HAVE EFFECT UNLESS AGREED IN WRITING BY
AN OFFICER AUTHORISED BY THE DIRECTOR OF BT SUPPLY MANAGEMENT.
Signed for and on behalf of BT Signed for an on behalf of the Contractor
Signature: /s/Xxx Xxxxxxx Signature: /s/ Xxxxxxx X. Xxxxxx
---------------------- -------------------------
Name: XXX XXXXXXX Name:/s/ XXXXXXX X. XXXXXX
(BLOCK CAPITALS) -------------------------------
(BLOCK CAPITALS)
Title: Manager, Engineering Title: CEO
Materials Procurement ------------------------------
Date: 19/11/96 Date: 19/11/96
--------------------------- ------------------------------
SCHEDULE 1
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REQUIREMENTS
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CONTRACT No 626202
SCHEDULE 1 TO XXXXXXXX Xx 000000 PAGE l OF 10
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CONTENTS
S C O P E
1 DEFINITIONS
2 DURATION OF CONTRACT
3 QUANTITY OF SUPPLIES
4 PRICING
5 PAYMENT AND INVOICE DETAILS
6 AVAILABILITY OF SUPPLIES
7 PLACE OF MANUFACTURE
8 WORKING WITH BT
MANAGEMENT
9 QUALITY, QUALITY ASSURANCE AND QUALITY IMPROVEMENT
10 CHANGE CONTROL PROCEDURE
11 ENQUIRY POINTS
IMPLEMENTATION
12 ORDERING ARRANGEMENTS
13 DELIVERY - DEPOT
14 DESPATCH ADVICES (ME4001)
15 ELECTRONIC DATA INTERCHANGE (EDI)
16 CONTRACT MANAGEMENT
17 MARKET SHARE AND PERFORMANCE#
18 ESCROW
19 GRADE OF SERVICE
20 MISCELLANEOUS
21 ORDER OF PRECEDENCE
APPENDIX X
APPENDIX Y
SCHEDULE 1 TO CONTRACT No 626202 PAGE 2 OF 10
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1 DEFINITIONS
The definitions of expressions in the Condition headed 'Definitions' in the
Contract conditions shall unless the context requires otherwise, apply in
this Schedule l.
In addition the following expressions shall, unless the context requires
otherwise, have the following meanings in the Schedule l:
"the Contract Conditions"
- shall mean the provisions contained in Schedule 2 of the Contract.
"the 'Working with BT' booklet"
- shall mean the booklet of that name referred to in the Condition
headed 'Working with BT' in this Schedule l.
2. DURATION OF CONTRACT
The duration of the Contract shall continue until 31 August 2001.
3. QUANTITY AND SUPPLIES
3.l The Contractor agrees that the Contract is not for any specific
quantity of Supplies, but only for such quantities as may be ordered
by BT from time to time within the duration of the Contract. Any
estimated Contract value shown on or in the Contract is for BT
information purposes only and shall neither be binding nor put any
obligation of any kind on BT.
4. PRICING
4.1 Maximum Pricing
All prices detailed in the appendices shall be maximum prices for the
Contract Period, subject to the provisions of this Condition, in U.S.
Dollars (exclusive of Value Added Tax).
The Supplier shall not extend more favourable prices to any other
customer for any item covered by this Contract. This excludes those
prices under current contracts with GPT and Ericsson. The Supplier
shall give BT access to such information as is required to verify
this.
SCHEDULE 1 TO CONTRACT No 626202 PAGE 3 OF 10
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4.2 Price Review
A Price Review will take place during the Contract Period on the following
basis:-
4.2.1 The prices contained in the appendices are the maximum prices
applicable for the Contract Period.
4.2.2 The Supplier's ability to reduce these prices through the
implementation of cost reduction and quality improvement initiatives
will influence the level of market share he will receive during the
Contract (as described in Schedule 1, Condition 17.1 - Market Share
and Performance).
4.2.3 Price adjustment will be made on the basis of all the products in
Appendix A being considered as a total package with price adjustment
to be based upon benchmarked prices.
4.3 Price Assurance
The Contractor will actively consider any suggestions made to improve
designs or applications in order to reduce contractual prices.
4.4 The prices to be paid for the Goods supplied in accordance with the
Contract are as detailed in Appendix X.
PAYMENTS AND INVOICE DETAILS
5.1 For each order for the Supplies made by BT, the Supplier shall, following
delivery in accordance with the Contract of all (or, where agreed in
writing by BT, each agreed instalment of) the Supplies comprised in the
order, submit an invoice for the price of those Supplies.
5.2 Payment of a correct invoice submitted in accordance with this Condition
shall (subject to the following paragraph of this Condition) be made, on
average, within the Payment Period from the date of its receipt.
5.3 BT reserves the right to refuse to pay any invoice which is not submitted
in accordance with this Condition, or if any supplies to which the invoice
relates are not in accordance with the Contract.
5.4 PAYMENT FOR DEPOT (NDC) STOCKED ITEMS: The Supplier shall, on its own
forms, render invoices to BT at the Invoice Address.
One invoice must be raised per delivery address for each ME4001.
5.5 The information on the Supplier's invoice shall conform with the
requirements specified in the 'Working with BT' booklet.
SCHEDULE 1 TO CONTRACT No 626202 PAGE 4 OF 10
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6. AVAILABILITY OF GOODS
6.1 The Supplier shall at its own expense take all necessary measures to
ensure that the contracted lead times are adhered to.
6.2 The maximum contractual lead times are 4 weeks from date of order.
6.3 During the continuance of the contract BT shall have the right to
audit the Supplier to ensure the appropriate processes are in place
and effective.
6.4 During any 'shut-down' period the Supplier shall provide sufficient
resources to enable the continuation of the required delivery service.
7. PLACE OF MANUFACTURE
PORTA SYSTEMS CORP, AVE. XXXX XXXXXXXX Y HELGUERAS NO. 21
KM8.5 XXXX LAUVO VILLAR TELS
11 XXXXXXXXX XXX MEXICO
8. WORKING WITH BT
The provisions of the booklet 'Working with BT' edition 3 dated 1 August
1994 (a copy of which the Supplier has received) shall apply to the
contract to the extent specified in the Contract.
9. QUALITY, QUALITY ASSURANCE AND QUALITY IMPROVEMENT
9.1 The Supplies shall be manufactured in accordance with the quality
requirements as stipulated via the contracted specifications and
Generic Standards.
9.2 Incumbent within the above requirement will be for the Supplier to
manage the contract in a controlled quality manner, in accordance with
an ISO 9000 or equivalent Quality Management System and appropriate
Quality Plans. Any changes to the suppliers' Quality Management System
or Quality Plans shall be notified to the BT Procurement Team.
9.3 The Supplier shall demonstrate compliance to the contracted
requirements.
9.4 The Supplier shall declare their testing strategy for all stages of
the production processes from incoming goods to finished product.
9.5 The Supplier shall employ a suitable level of Quality Assurance.
9.6 The Supplier shall assist BT in measuring the efficiency of processes
as required, with an aim to optimise process yield.
SCHEDULE 1 TO CONTRACT No 626202 PAGE 5 OF 10
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9.7 The Supplier is wholly responsible for ensuring compliance to the
above requirements for any Supplies sub-contracted.
9.8 The Supplier shall demonstrate a commitment to continual Quality
Improvement, addressing shortfalls in the BT Vendor Rating Scores, and
to seek improvements in their quality, technical and commercial
deliverables. Visibility of such progress will be requested via
suitable Quality Improvement Programmes, these shall be reviewed at
the regular BT/Supplier interface meetings.
10. CHANGE CONTROL PROCEDURE
10.1 The Supplier shall notify BT of any proposed changes, to the form, fit
or function of the Supplies. BT requires four weeks notice of proposed
changes for authorisation to be considered. No changes are to be made
without written authorisation from BT Supply Management (using an
agreed change procedure form).
10.2 All requests for changes from BT shall be forwarded to the Supplier by
BT Supply Management (using an agreed change procedure form). The
Supplier shall respond to this request within ten days of its receipt.
10.3 In the event of changes proposed by either party being agreed, a
formal Contract amendment shall be signed by the parties.
10.4 Any requests for concessions raised by the Supplier, against the
agreed specifications, shall be forwarded to BT Supply Management
(using an agreed change procedure form). Two weeks notice is required
by BT for consideration of the request. No Supplies may be supplied
against the concession until written agreement has been given by BT
Supply Management.
10.5 All concessions may be subject to a discount to the prices of the
Supplies concerned and which must be agreed prior to the granting of
such concession by BT.
SCHEDULE 1 TO CONTRACT No 626202 PAGE 6 OF 10
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11. ENQUIRY POINTS
The following persons are appointed to answer enquiries in relation to the
Contract as designated:
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BT Supplier
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Commercial:
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
C108 Porta Systems Ltd
North Star House Xxxxxx Drive
North Star Avenue Stonebridge Industrial Estate
SWINDON, SN2 1 BS COVENTRY
XX0 0XX
Tel: 00000 000000 Tel: 00000 000000
Fax: 00000 000000 Fax: 00000 000000
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Technical:
Xxxxxx Xxxxxx Xxxx Xxxxx
Room 2/840 Porta Systems Ltd
BT Laboratories Xxxxxx Drive
Martlesham Heath Stonebridge Industrial Estate
Ipswich Coventry
Suffolk IP5 7RE XX0 0XX
Tel: Tel: 00000 000000
Fax: Fax: 00000 000000
Enquiries relating to particular orders placed under the Contract shall be
referred in the case of BT to the address specified on the relevant order
and in the case of the Supplier to:
Name: Xxxxxx Xxxxxxx
Address: Porta Systems Ltd
Xxxxxx Xxxxx
Xxxxxxxxxxx Xxxxxxxxxx Xxxxxx
XXXXXXXX
XX0 0XX
Tel: 00000 000000
Fax: 00000 000000
SCHEDULE 1 TO CONTRACT No 626202 PAGE 7 OF 10
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12. ORDERING ARRANGEMENTS
12.1 Call offs will be made by Supply Management (SM) directly to the
Supplier as and when required. Supplier to acknowledge to SM receipt
of call off orders within 5 and to state ability to meet required
delivery.
12.2 If a Supplier is unable to deliver as per Contract, British
Telecommunications plc reserves the right to cancel that order and
place that (and any subsequent) order with an alternative Supplier.
13. DELIVERY
13.1 Delivery instructions will be given within 5 working days of British
Telecommunications plc, Supply Management, receiving details of the
Supplies passing inspection at Contractor's Works. After receipt of
such instructions the Supplier will deliver the Supplies within the
contractual lead-time unless otherwise specified by BT.
The Supplies to be delivered to either or both of the following BT plc
depots: Crayford and Northallerton. (See "Working with Br" booklet for
details of addresses).
13.2 Depot Appointment System and Security
All deliveries must be made on a day specified by the depot. The
Supplier, sub-contractors or their agents should give prior
notification of delivery, including the following information: item
description and code, call-off reference number, number of pallets,
quantity and Contract number, also the vehicle registration number, if
known. Telephone numbers and delivery times available are:-
CRAYFORD Tel: 0800 67252l. Deliveries may be made between
8.00 am and 3.45 pm.
NORTHALLERTON: Tel: 00000 000000. Deliveries may be made between
8.00 am to 3.00 pm.
Deliveries will only be accepted on the specified date and between the
hours shown. British Telecommunications plc Security staff shall, if
they so decide, have access at any time to vehicles of Suppliers,
sub-contractors or their agents while such vehicle/s are entering,
leaving or both any BT depot to stop and search any such vehicle/s.
SCHEDULE 1 TO CONTRACT No 02 PAGE 8 OF 10
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14. DESPATCH ADVICES (ME4001)
14.1 Despatch Advices (ME4001): Depot Delivery
The Supplier will raise a Goods Release Certificate ME4001 certifying
the quantity of the Supplies manufactured and ordered by BT. The
Supplier will raise one ME4001 per call-off irrespective whether
delivery to more than one address is required.
14.2 The ME4001 'A' copy must be faxed to BT Supply Management on 01793
547175. 'B', 'C', and 'D' copies are not required. 'E' copy to be
retained by the Supplier.
15. ELECTRONIC DATA INTERCHANGE (EDI)
At the option of BT, the Supplier agrees to implement an EDI link for the
transmission of documents including SD67s, call-offs, purchase orders and
invoices.
16. CONTRACT MANAGEMENT
16.1 LATE ORDERS FORM - see attached proforma for late orders which must be
completed and faxed to 01793 547175 for all orders which will not be
delivered by the due date. Any outstanding orders MUST be reported
weekly.
16.2 SELF-MONITORING FORM - See attached proforma. The Supplier is to have
suitable Monitoring Systems to provide well structured, accurate and
timely reports to BT. The form is to be completed and returned to BT
Supply Management by the 3rd working day of each month.
The Self-Monitoring Form to be completed by item code/description to
include:-
o Item Description/Code.
o Number of Orders placed by BT due for delivery within the month
concerned.
o Total quantity against the orders due for delivery.
o Number of complete orders delivered on time.
o Total Quantity delivered on time.
o Monthly value delivered on time.
o Demand cumulative delivered from l April, each financial year.
o Value cumulative delivered from l April, each financial year.
o % delivery performance (quantity delivered in the month against
quantity due for delivery in the month).
SCHEDULE 1 TO CONTRACT No 626202 PAGE 9 OF 10
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17. MARKET SHARE AND PERFORMANCE
17.1 The level of Market Share awarded will be reviewed commencing 1 June
1997. The Supplier will be notified in writing, of the level of Market
Share to apply over the subsequent three month period, subject to
satisfactory performance during that period.
17.2 Market Share will be determined on the Contractors' relative
performance over the contract. This may result in a total loss of
Market Share to another Supplier.
17.3 The term performance covers: price competitiveness (Clause 4),
delivery, quality, reliability, responsiveness, technical compliance
and vendor rating markings. Any changes in the contractor's
performance during the duration of the Contract, compared with
expectations when Contracts were let may result in a variation to the
market share allocated.
17.4 If BT changes source of supply as a result of this activity, then from
such date, the supplier will guarantee to continue to supply BT all
products for a further three months.
17.5 The Suppliers will also be required to manage Quality Improvement to
address any weaknesses identified by BT or by the Supplier and to
pursue cost reduction initiatives. BT will require visibility of these
programmes and will seek regular updates of performance against agreed
milestones. The Supplier's ability to secure favourable component
prices will also be considered as part of this Market Share and
Performance condition.
17.6 Market shares may be changed regardless of the reasons for perceived
poor performance. This shall include changes to any contract terms and
conditions. Notwithstanding the provisions of Schedule 2, Condition 22
Termination, BT shall have the right to cancel any call-offs not
delivered in the agreed lead time.
17.7 BT reserves its right to vary market share and the supply base at any
time, for any or all product ranges if the volume of requirements
differ significantly from forecasts.
17.8 The price paid by BT shall not increase due to the loss of market
share at any time during the contract period.
18. ESCROW
Within 30 (thirty) days of the date of the Contract, the Contractor shall
enter into an Escrow Agreement with BT and the NCC Limited (as Escrow
Agent). Such Escrow Agreement shall be substantially in the form shown at
Appendix Y to the Contract, subject to any modifications that the NCC may
reasonably request.
SCHEDULE 1 TO CONTRACT No 626202 PAGE 10 OF 10
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19. GRADE OF SERVICE
19.1 The Supplier is required to meet 100% Grade of Service.
19.2 The Grade of Service is defined as the number of times the Supplier
achieves delivery of individual orders within the lead time for each
calendar month, expressed in terms of a percentage.
19.3 Failure to achieve the required Grade of Service may result in a
reduction in market share as described in Schedule 1, Condition 17.1
Market Share & Performance and the application of any other
appropriate contractual remedies as detailed in Schedule 2.
20. MISCELLANEOUS
20.1 BT will have access to the Supplier's business plans and budgets as
well as financial results to ensure visibility of the Supplier's
financial position.
20.2 BT and the Supplier will explore the possibility for each side in its
global aspirations.
20.3 Without creating any legal obligation BT will work closely with the
Supplier to address new business opportunities and to assist the
Supplier in overcoming perception issues.
20.4 The Supplier shall introduce Protector Module 6A within 5 months of
written confirmation from BT.
21. ORDER OF PRECEDENCE
To the extent which the following documents form part of or apply to the
Contract, they shall in the case of conflict have the order of precedence
in which they are listed below:
(i) Schedule 1 - Requirements
(ii) Contract Conditions
(iii) The "Working with BT" booklet
SCHEDULE 1 TO CONTRACT No 626202 PAGE 1 OF 1
APPENDIX X
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STAND ALONE PRICES
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ITEM DESCRIPTION PRICE IN $ PRICE IN $ FROM
UNTIL 31/12/96 1/1/97
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1 Unprotected Blocks 79.10 Reduce 1% per
annum on 1
January 1997
and each year
thereafter
2 Protected Blocks 172.12 As above
3 Protector Module lA 1.10 1.10
4 Protector Module 2A 3.30 3.30
5 Protector Module 6A 3.18 3.18
6 Inserter Wire 8A 21.44 21.44
7 Extractor 57 4.17 4.17
8 Kit 663A 271.35 271.35
9 Marker 26A 0.07 0.07
10 Market 27A (red and black) 0.12 0.12
11 Wedge Locking 26A 0.06 0.06
12 Extractor 58 4.76 4.76
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It must be clearly understood that there will be no obligation on the part of
British Telecommunications plc to order any specific quantity of stores
whatsoever.
SCHEDULE 2
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CONDITIONS OF CONTRACT
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CONTRACT No 626202
SCHEDULE 2 TO XXXXXXXX Xx 000000 PAGE 1 OF 20
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CONTENTS
1 DEFINITIONS
2 QUALITY OF SUPPLIER
3 COMPLIANCE WITH LAWS AND REGULATIONS
4 PRICING
5 PAYMENT AND INVOICING
6 ASSIGNMENT AND SUBCONTRACTING
7 ACCESS, ASSISTANCE AND PROGRESS REPORTS
8 MISTAKES IN INFORMATION
9 BT SUPPLIED ITEMS AND PROPERTY
10 GUARANTEE
11 TITLE AND RISK
12 INFORMATION
13 CONFIDENTIALITY
14 EXTENSION OF TIME
15 DEFAULT
16 RIGHT TO REJECT
17 SUSPENSION OF WORK
18 DELIVERY
19 TOOLING
20 REPARABILITY
21 SUPPORT AND SPARES
22 TERMINATION
23 INDEMNITY - INTELLECTUAL PROPERTY
24 INDEMNITY - GENERAL
25 LIMITATION OF LIABILITY
26 INSURANCE
27 CONTRACT CHANGE PROCEDURE
28 NOTICES
29 GENERAL
SCHEDULE 2 TO CONTRACT No 626202 PAGE 2 OF 20
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GENERAL CONDITIONS
1. DEFINITIONS
In the Contract, the following expressions shall have the meanings, if any,
ascribed to them:
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Expression Meaning
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Commencement Date 1 September 1996
Contract Period 5 years
Payment Period 30 working days
Liquidated Damages Rate (LDR) 2% per week or part of delay
Maximum LDR (MLDR) 15%
Invoice Address Accounts Payable Centre
XX Xxx 000
Telecoms House
00 Xxxxxx Xxxx
XXXXXXXXXX X00 IRT
Guarantee Period 24 months
Supplier's Commercial Contact Xxxxx Xxxxxx
Supplier's Technical Contact Xxxx Xxxxx
Supplier's Quality Contact Xxxxx Xxxxxxxxx
BT's Commercial Contact Xxxxxxxx Xxxxxx
XXX000
Xxxxx Xxxx Xxxxx
Xxxxx Xxxx Xxxxxx
Xxxxxxx XX0 0XX
Tel: 00000000000
Fax: 00000000000
BT's Technical Contact As detailed in Schedule I
BT's Quality Contact Xxxxxxxx Xxxxxx
As above
Support Period 10 years
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SCHEDULE 2 TO CONTRACT No 626202 PAGE 3 OF 20
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1. DEFINITIONS (continued)
"Booklet"
- The Working with BT Booklet issue number 3.
"BT"
- British Telecommunications plc, its successors and assigns and, where
appropriate, companies within the BT Group of companies.
"BT Network"
- All exchange equipment, transmission equipment, network terminating
equipment, line plant, power plant and ancillary equipment, owned or
operated by BT.
"BT Supplied Items"
- All items provided by BT to the Supplier in connection with this
Contract.
"Certificate of Commercial Service"
- A certificate issued by BT for Supplier or any part of the Supplies,
which having failed to pass the Acceptance Tests, shall be required by
BT to be put into commercial service. "Commercial Service" shall be
construed accordingly.
"Contract"
- This Contract.
"Contract Price"
- The total sum payable to the Supplier by BT for Supplies.
"Contract Personnel"
- The supplier's employees, subcontractors and agents (and their
employees, subcontractors and agents) engaged in the performance of
the Contract.
"Design Information"
- Any Information furnished by BT concerning the purpose, function,
design or manufacture of Supplies.
SCHEDULE 2 TO CONTRACT No 626202 PAGE 4 OF 20
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"Equipment"
- All components, materials, plant, tools, test equipment,
documentation, hardware, firmware, Software and things comprised in
Supplies.
"Foreground Information"
- All information generated in the course of or arising from the
performance of the Contract.
"Information"
- Information whether written or oral or any other form, including, but
not limited to, documentation, specifications, reports, data, notes,
drawings, models, patterns, samples, software, computer outputs,
designs, circuit diagrams, inventions, whether patentable or not and
know-how.
"Intellectual Property Right"
- Any patent, xxxxx patent, registered design, copyright, design right,
semiconductor topography right, know-how, or any similar right
exerciseable in any part of the world and shall include any
applications for the registration of any patents or registered designs
or similar registrable rights in any part of the world.
"Site"
- Premises specified by BT, upon which the Supplier is to install and/or
deliver Supplies.
"Software"
- All computer programs including but not limited to all source code and
object code whether in machine readable, optically readable or any
other format comprised in Supplies and the media on which it is
supplied.
"Specification"
- Any specification of Supplies provided by BT.
"Subcontractor"
- Any person, partnership or corporation with whom the Supplier places a
contract and/or an order for the supply of any equipment, item,
service or for any work in relation to the Contract, and
"subcontract" shall be construed accordingly.
SCHEDULE 2 TO CONTRACT No 626202 PAGE 5 OF 20
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"Supplies"
- All Equipment, Information, Work and, where applicable, Repairable
Equipment the Contract requires to be supplied to or performed for BT.
"Tooling"
- Any equipment and software developed, produced or utilised at any time
for the manufacture of Supplies and owned or paid for or to be paid
for or supplied by BT.
"Work"
- Work the Contract requires to be undertaken for BT.
2. QUALITY OF SUPPLIES
Supplies shall be to BT's reasonable satisfaction, comply with the latest
applicable issue of European and International Standards and other
documents referred to in the Contract and, unless required by the Contract,
shall be brand new and not used, reconditioned, repaired or refurbished.
2.1 Millennium Warranty
The Supplier warrants that the Supplies are, where applicable, fully
compatible (without modification, loss of performance, loss of use, or
work or expense on the part of BT) with changes to inputs, outputs or
other information in relation to dates arising in the year 2000 and
beyond.
3. COMPLIANCE WITH LAWS AND REGULATIONS
The Supplier and Supplies shall comply with:
a) the requirements of the Booklet, all applicable legislation,
regulations or bylaws of a Local or other Authority; and
b) any BT site regulations that may be notified to the Supplier.
4. PRICING
The Contract Price and all other prices payable by BT shall be inclusive,
where relevant, of all non-returnable packing, delivery to Site, any
licence fees, installation, testing and commissioning and all other charges
associated with Supplies but shall exclude VAT.
SCHEDULE 2 TO CONTRACT No 626202 PAGE 6 OF 20
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5. PAYMENT AND INVOICING
5.1 BT will pay invoices submitted in accordance with para 5 of Schedule 1
within the Payment Period commencing on the date of receipt of a valid
invoice. Payment of 100% of the Contract Price shall become due upon
complete performance of the Contract.
6. ASSIGNMENT AND SUBCONTRACTING
6.1 The Supplier shall not, without BT's written consent, assign or
subcontract the whole or any part of the Contract. Any consent, if
given, shall not affect the Supplier's obligations or liabilities
under the Contract.
6.2 The Supplier shall allow BT access to its subcontractors for technical
discussions provided that the proposed agenda for such discussions and
the outcome shall be promptly notified to the Supplier. BT will notify
any changes or proposals identified during such discussions to the
Supplier who will process them in accordance with the Contract.
7. ACCESS, ASSISTANCE & PROGRESS REPORTS
The Supplier shall:
a) ensure that BT (or any person authorised by BT) shall have reasonable
access at all reasonable times to the premises of the Supplier, and
those of any subcontractor, as BT may require to assess the progress
of the Contract; and
b) render such reports to BT on the performance of the Contract, and
attend such meetings, as may be reasonably required by BT; and
c) nominate a suitable representative to attend all such meetings. The
representative shall be fully conversant at all times with the
performance of the Contract.
8. MISTAKES IN INFORMATION
8.1 The Supplier shall inform BT in writing of any mistakes in Design
Information within a reasonable time of receipt.
8.2 Any mistakes in Information owned or controlled by the Supplier and in
any Foreground Information shall be the Supplier's responsibility to
remedy at its cost whether such Information has been approved by BT or
not. where any such remedial work is undertaken by BT the Supplier
shall bear all costs.
SCHEDULE 2 TO CONTRACT No 626202 PAGE 7 OF 20
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9. BT SUPPLIED ITEMS AND PROPERTY
9.1 All BT Supplied Items shall remain the property of BT. The Supplier
shall return them to BT upon completion or termination of the Contract
or earlier reasonable request by BT. The Supplier shall keep the BT
Supplied Items, and (before their delivery to BT) any Supplies, items
or things that are or have become BT's property ("BT property"), in
safe custody and good condition, set aside and clearly marked as BT
property.
9.2 Upon receipt of the BT Supplied Items, the Supplier shall satisfy
itself that they are not defective or deficient for the purpose for
which they are being provided, and within 14 days of receipt shall
notify BT of any defects or deficiencies.
9.3 The Supplier shall not, without the prior written consent of BT, use
BT Supplied Items for any purpose other than is necessary for the
performance of the Contract, or allow any other party to use, take
possession of, or have any rights or lien over BT Supplied Items or BT
property.
9.4 Without limiting the generality of the Supplier's obligations, the
Supplier shall not have, and shall ensure that Contract Personnel
shall not have, a lien on the BT Supplied Items or BT property for any
sum due. The Supplier shall take all reasonable steps to ensure the
title of BT and the exclusion of such lien are brought to the notice
of all Contract Personnel dealing with any BT Supplied Items or BT
property.
9.5 In the event of any threatened seizure of any BT Supplied Items or BT
property or in the event of the Supplier (or any Contract Personnel in
possession of such BT Supplied Items or property) going into
receivership, administration or liquidation (or the equivalent of any
of these) the Supplier shall:
a) notify BT immediately; and,
b) draw to the attention of the relevant official that BT Supplied
Items and BT property are the property of BT and do not form part
of the Supplier's assets; and,
c) allow BT to enter the Supplier's premises or those of any
Contract Personnel where BT Supplied Items or BT property are
stored and take possession of them.
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10. GUARANTEE
10.1 The Supplier shall at its own cost promptly remedy (by repair,
replacement or modification, at BT's option), any defects in Supplies
notified by BT and which become apparent during the Guarantee Period,
due to:
a) defective workmanship; or,
b) faulty design, (other than a design made or furnished or
specified by BT and for which the Supplier has previously
disclaimed responsibility in writing within a reasonable time of
receipt); or,
c) defective material supplied by the Supplier; or,
d) any act, neglect or omission by the Supplier or Contract
Personnel.
10.2 The Supplier shall:
a) ensure that any remedied part of Supplies is compatible with all
Supplies; and
b) complete the remedy to the satisfaction of BT within 10 working
days of receipt from BT of the defective Supplies; and
c) ensure that defective Supplies are not remedied on BT premises
without BT's consent, unless, for operational or technical
reasons they can only be removed or replaced with difficulty; and
d) cause the minimum of disruption to BT and/or its customers in
effecting any remedy. The time at which any remedy is to be
effected out shall be agreed with BT and BT may at its discretion
direct the Supplier to work outside normal working hours at no
cost to BT.
10.3 The unexpired period of the Guarantee Period and the provisions of
this Condition, shall apply to all repaired or replacement Supplies
and parts.
The Supplier shall, upon receipt of Supplies returned under this if
Condition, immediately investigate those Supplies and take all
necessary corrective action to prevent recurrence of the defects in
any Supplies to be supplied under the Contract. The Supplier shall on
a monthly basis report in writing to BT's Commercial Contact the
outcome of all such investigations not previously so reported. The
information required in this report shall be as follows:-
SCHEDULE 2 TO CONTRACT No 626202 PAGE 9 OF 20
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a) a summary of the quantities of each type of Supplies returned to
BT under this Condition, the quantities investigated the results
of the investigation and the quantities awaiting investigation.
b) a full defect analysis including:
- the BT item description
- the serial number
- the manufacturing date
- the reported fault
- the results of any tests carried out, including (without
limitation) any simulated tests such as simulated customer
tests, factory functional tests and soak tests
- failed component analysis
- failure mechanisms
- corrective action necessary
c) the details of any corrective action taken to prevent a
recurrence of defects.
d) without prejudice to the rights of BT under this Condition, the
reasons for any Supplies returned not being accepted under the
terms of this guarantee and a breakdown of those Suppliers by the
code number quoted on any applicable fault label supplied.
11. TITLE AND RISK
11.1 Without prejudice to BT's right to reject under the Contract, the
title in Supplies shall pass to BT upon the earlier of delivery or the
passing of risk or payment (including any part payment) and shall be
free from any claims or encumbrance whatsoever.
11.2 If any Supplies are rejected by BT or the Contract is terminated,
title to any Supplies not accepted by BT and any materials or things
which have not been incorporated in any part of accepted Supplies,
shall revest in the Supplier on the expiration of 30 days from the
date on which such termination or rejection takes effect unless BT
gives notice to the Supplier within such period that it intends to
either issue a certificate of Commercial Service in respect of the
rejected Supplies or otherwise retain title in them.
11.3 Any payment made by BT for Supplies, materials or things which revest
in the Supplier is a sum due to BT from the Supplier.
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11.4 The Supplier shall deliver to BT any Supplies the title in which BT
has elected to retain under this Condition and if it shall fail to do
so BT may enter the Supplier's premises and remove such Supplies and
recover the cost of so doing from the Supplier, subject to BT paying a
fair and reasonable price for such Supplies.
11.5 The risk of loss of or damage to Supplies shall pass to BT upon
delivery.
12. INFORMATION
12.1 Either party that has in the course of the Contract received
information in a recorded form from the other (or has recorded
received information) shall return these records upon a) expiry or
termination of the Contract; or b) earlier upon reasonable request
unless such records are part of the Supplies.
13. CONFIDENTIALITY
13.1 Either party receiving Information ("the Recipient") from the other
shall not without the prior written consent of the other use the
Information other than for the purposes of the Contract or disclose
the Information to any person other than BT employees or Contract
Personnel who have a need to know.
13.2 Paragraph 1 of this Condition shall not apply to Information that is:
a) published or becomes so otherwise than by a breach of the
Contract; or
b) lawfully known to the recipient at the time of disclosure and is
not subject to any obligations of confidentiality; or
c) lawfully disclosed to the recipient without any obligations of
confidentiality by a third party; or
d) replicated by development independently carried out by or for the
recipient by an employee or other person without access or
knowledge of the Information.
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13.3 The Supplier shall ensure that any subcontractor is bound by similar
confidentiality terms to those in the Condition.
13.4 Without prejudice to any prior obligations of confidentiality it may
have, the Supplier shall ensure that no publicity, relating to the
Contract, shall take place without the prior written consent of BT.
14. EXTENSION OF TIME
14.1 Should the performance of the Contract be directly delayed by any
cause beyond the reasonable control of the Supplier, and provided that
the Supplier shall have first given BT written notice within five
working days after becoming aware that such delay was likely to occur,
then:
a) in respect of any delay of which BT is not the cause, BT may at
its sole discretion grant the Supplier such extension of time as
BT may in its opinion deem reasonable having regard, without
limitation, to any other delays or extensions of time that may
have occurred or been granted in relation to the Contract.
b) in respect of any delay of which BT is the cause, BT shall grant
the Supplier a reasonable extension of time to take account of
such delay.
14.2 For the avoidance of doubt, the provisions of this Condition shall not
affect BT's right to terminate the Contract under Paragraph 4 of the
Condition headed "Termination".
15. DEFAULT
15.1 Subject to the provisions of the Condition headed "Extension of Time",
if the Supplier does not deliver, install, or complete (as the case
may be) any Supplies by the due date, the Supplier shall be in breach
of the Contract and shall pay to BT on request an amount of liquidated
damages in respect of such delay at the LDR up to the MLDR of the
price of the delayed Supplies.
15.2 BT may, at its option, at any time deduct any amount of liquidated
damages then due from the Supplier to BT from any sums then due from
BT to the Supplier and any not so deducted may be recovered by BT from
the Supplier as a debt.
15.3 Payment of, or BT's right to, liquidated damages under this Condition
shall not affect any of BT's rights under the Condition headed
"Termination".
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16. RIGHT TO REJECT
16.1 BT shall have the right to reject the whole or any part of the
Supplies that it reasonably considers are not in accordance with the
Contract.
16.2 The Supplier shall at its own risk and expense, replace rejected
Supplies with Supplies that accord with the Contract within 14 days of
notice of rejection from BT.
16.3 Initial receipt of Supplies at the delivery point may be signed for as
unexamined and this shall not affect BT's rights subsequently to
reject those Supplies. Where subsequent checking shows a deficiency in
the quantity of Supplies delivered, the Supplier shall make good the
deficiency within 14 days of notice from BT of the deficiency.
17. SUSPENSION OF WORK
BT may suspend Work at any time and will pay to the Supplier all reasonable
resulting expenses incurred by the Supplier (other than those arising from
the Supplier's own default) provided that:
a) no payment shall be made for any period of suspension, prevention or
delay less than 2 consecutive working days; and,
b) the Supplier has within 10 working days after the event giving rise to
the claim, given notice in writing to BT of its intention to make such
claim; and,
c) the Supplier makes such claim giving details of each item claimed and
the reason for such cost within 30 days after the event giving rise to
the claim.
18. DELIVERY
18.1 The Supplier shall deliver Supplies in accordance with the Contract
for time of delivery as set out in Clause 6 of Schedule 1.
18.2 The Supplier shall deliver Supplies ordered by BT to BT at the
addresses in the United Kingdom of Great Britain and Northern Ireland
that BT may specify.
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19. TOOLING
19.1 All Tooling shall be and shall remain the property of BT. Where
Tooling is not already owned by BT, it shall become the property of BT
from the date of the first payment by BT for the Tooling. At the date
of signing this Amendment to Contract, the Tooling is not the property
of BT.
19.2 The Supplier shall be solely responsible for:
a) the procurement and any modifications of the Tooling, to the
satisfaction of BT; and,
b) maintaining the Tooling in good condition and fit for the purpose
intended; and,
c) physical transfer of Tooling; and,
d) the updating ,and continuous advice to BT of Tooling lists,
(including without limitation, description, quantity, number of
impressions, location of the Tooling, rate of production and the
expected life time of the Tooling) taking account of
modifications.
Such responsibility will continue until the Supplier is notified
otherwise in writing by BT.
19.3 BT shall have the right at any reasonable time on written notice to
the Supplier to take possession of the Tooling and shall be deemed to
be BT Supplied Items.
20. REPARABILITY
20.1 The Supplier shall supply to BT as soon as reasonably practicable
after the Commencement Date such Information (including all revisions
and updates) in such format as BT shall reasonably require to enable
BT to repair Supplies or have them repaired by a competent supplier.
20.2 In respect of all components comprised or to be comprised in Supplies,
the Supplier shall:
a) ensure they can be obtained from more than one source or notify
BT accordingly; and
SCHEDULE 2 TO CONTRACT No 626202 PAGE 14 OF 20
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c) inform BT at least six months before a component supplier will
cease to be able to supply; and,
d) ensure availability of those that are custom-designed to BT or
its suppliers on fair and reasonable terms or ensure availability
of specifications so as to enable manufacture by any competent
supplier; and
e) ensure that any such provisions and undertakings in any
subcontract referred to in this Condition are fully observed and
performed by the subcontractor; and,
f) notify BT immediately a fault is identified at any time in their
manufacture and in particular, but without limitation, where BT
has already purchased affected components.
20.3 No separate licence fees shall be payable by BT for the use of
Information supplied in accordance with this Condition. The Supplier
warrants that BT, and any manufacturer or other supplier nominated by
BT, are and shall remain free to use such Information for the
manufacture and supply of components for use by BT or any third
parties in repairing and maintaining Supplies.
21. SUPPORT AND SPARES
21.1 The Supplier shall ensure availability of such spares and support as
BT may require for the Support Period commencing on the Commencement
Date.
21.2 The Supplier shall by prompt written notice, offer BT such new or
amended versions of Supplies and parts, as may be developed throughout
the Contract Period for the Support Period, but BT shall not be
obliged to accept them.
22. TERMINATION
22.1 If the Supplier commits a material breach or persistent breaches of
the } Contract (or any other contract with BT related to the
Supplies), and in the case of a breach which is capable of remedy,
fails to remedy the breach within 15 days (or such longer period as BT
may at its option agree in writing) of written notice from BT to do so
then BT shall have the right:
a) at any time to terminate the Contract forthwith as a whole or (at
BT's option) in respect of any part of the Contract to be
performed; and
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b) to recover from the Supplier all directly resulting losses and
expenses (including, without limitation, the additional cost of
completing Supplies, or having Supplies completed by another
supplier, to a similar standard).
22.2 BT shall have the right at any time to terminate the Contract forthwith and
to recover from the Supplier all directly resulting losses and expenses
(including, without limitation, the additional cost of completing the
Supplies, or having the Supplies completed by another supplier, to a
similar standard) if the Supplier shall become insolvent or ceases to trade
or compound with its creditors; or a bankruptcy petition or order is
presented or made against the Supplier; or where the Supplier is a
partnership, against any one partner, or if a trustee in sequestration is
appointed in respect of the assets of the Supplier or (where applicable)
any one partner; or a receiver or an administrative receiver is appointed
in respect of any of the Supplier's assets; or a petition for an
administration order is presented or such an order is made in relation to
the supplier; or a resolution or petition or order to wind up the Supplier
is passed or presented or made or a liquidator is appointed in respect of
the Supplier (otherwise than for reconstruction or amalgamation).
22.3 BT may at any time on written notice terminate the Contract forthwith if
the ownership or control of the Supplier is materially changed to (in BT's
reasonable opinion) BT's detriment.
24.4 BT may at any time on written notice terminate the Contract forthwith.
Where BT terminates the Contract under this paragraph 4 and does not have
any other right to terminate the Contract, the following shall apply:
a) BT shall subject to subparagraph (b) below, pay the Supplier such
amounts as may be necessary to cover its reasonable costs and
outstanding and unavoidable commitments (and reasonable profit
thereon) necessarily and solely incurred in properly performing the
Contract in relation to Applicable Supplies (as defined below) prior
to termination.
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b) BT shall not pay for any such costs or commitments that the
Supplier is able to mitigate and shall only pay costs and
commitments that BT has validated to its satisfaction. BT shall
not be liable to pay for any Applicable Supplies that, at the
date of termination, BT is entitled to reject (including any
Supplies for which BT may have issued a Certificate of Commercial
Service) or has already rejected. BT's total liability under
sub-paragraph (a) above shall not in any circumstances exceed the
price that would have been payable by BT for Applicable Supplies
if the Contract had not been terminated.
c) In this paragraph 4, "Applicable Supplies" means Supplies in
respect of which the Contract has been terminated under this
paragraph, which were ordered by BT under the Contract before the
date of termination, and for which payment has not at that date
become due from BT.
d) Sub-paragraphs (a) and (b) above encompass the total liability of
BT for termination pursuant to this Paragraph 4, and BT shall be
liable for no other costs, claims, damages, or expenses
consequent upon such termination.
22.5 Each right of BT under this Condition is without prejudice to any
other right of BT under this Condition or otherwise.
23. INDEMNITY - INTELLECTUAL PROPERTY
23.1 The Contractor shall indemnify and shall keep fully indemnified BT
against all actions, claims, proceedings, damages, costs and expenses
arising from any infringement or alleged infringement of any
Intellectual Property Right or any Trade Xxxx or Service Xxxx, whether
registered or not, or any breach or alleged breach of any obligation
of nondisclosure by the possession, use, sale, lease, hire,
distribution or disposal of any of the Goods or the packaging thereof
by any person anywhere in the world.
23.2 BT and the Contractor shall notify each other immediately in writing
of any infringement or alleged infringement referred to above of which
they become aware.
23.3 In the event of any such infringement or alleged infringement, the
Contractor shall at its own expense and at the option (subject to
consultation with BT and having full regard to BT's operational
needs):
(a) secure a royalty free licence allowing BT unrestricted use of the
infringing Goods and to exercise its other rights granted under
the Contract in respect of the Goods; or
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(b) modify or replace the Goods, at the option of BT, so as to meet
the existing functional specification and avoid the claim of
infringement and any injunction or court order.
23.4 Unless otherwise agreed in writing, the Contractor shall conduct all
negotiations and litigation in relation to any such infringement or
alleged infringement and be responsible for all costs and expenses
incurred. BT shall afford all reasonable assistance in contesting such
allegations but if the Contractor fails to conduct such negotiations
or litigation, or fails to do so within a reasonable time, BT may,
subject to consultation with the Contractor, assume conduct of the
same at the Contractor's expense. In the event that BT assumes
conduct, then BT shall use all reasonable endeavours to minimise the
costs and expenses of the negotiations or litigation and shall provide
the Contractor with evidence or all costs and expenses incurred.
23.5 The indemnity in this Condition shall not apply to:
a) infringements arising directly from the Design Information where
the Contractor's compliance with the Design Information
inevitably results in the said infringement. However this
exception shall not apply when the infringement results from the
Contractor's compliance with a recognised national or
international standard whether such compliance is required by the
Design Information of not; or
b) infringements arising directly from BT Supplied Items forming
part of the Goods or to infringements occasioned by BT's use of
the Goods in combination with other goods not supplied by the
Contractor where such use is not contemplated by the Contract or
otherwise agreed to by the Contractor, unless such infringement
would have arisen independently of such combination.
23.6 The provisions of this Condition shall survive the expiry or
termination of the Contract.
24. INDEMNITY - GENERAL
Without prejudice to any other rights or remedies available to BT, the
Supplier shall indemnify BT against all loss of or damage to any BT
property to the extent arising as a result of the negligence or willful
acts or omissions of the supplier or Contract Personnel in relation to the
performance of the Contract; and all claims and proceedings, damages, costs
and expenses arising or incurred in respect of:
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a) death or personal injury of any Contract Personnel in relation to the
performance of the Contract, except to the extent caused by BT's
negligence; or
b) death or personal injury of any other person to the extent arising as
a result of the negligence or willful acts or omissions of the
Supplier or Contract Personnel in relation to the performance of the
Contract; or
c) loss of or damage to any property to the extent arising as a result of
the negligence or willful acts or omissions of the Supplier or
Contract personnel in relation to the performance of the Contract;
d) or under Part 1 of the Consumer Protection Act 1987 in relation to
Supplies.
25. LIMITATION OF LIABILITY
25.1 Subject to Paragraph, 3 of this Condition, neither party shall be
liable to the other under the Contract for any indirect or
consequential loss or damage.
25.2 Subject to Paragraph 3 of this Condition the liability of either party
to the other under this Contract shall not exceed (pound)2,000,000 per
unrelated incident or the greater of (pound)6,000,000 or the Contract
Price in aggregate.
25.3 Paragraphs 1 and 2 of this Condition shall not apply to loss or damage
arising out of or in connection with:
(i) death or personal injury; or
(ii) the wilful failure of either party to perform its contractual
obligations; or
(iii) paragraph d) of the Condition headed "Indemnity"; or
(iv) the payment of liquidated damages; or
(v) BT's obligation to pay the Contract Price.
26. INSURANCE
26.1 The Supplier shall at its own expense effect and maintain for the
Contract Period such insurance as required by any applicable law and
as appropriate in respect of its obligations under the Contract. Such
insurances shall include third party liability insurance with an
indemnity limit of not less than (pound)2,000,000 for each and every
claim.
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26.2 If the Supplier cannot provide evidence of such insurance to BT on
request, BT may arrange such insurance and recover the cost from the
Supplier.
26.3 The Supplier shall notify BT as soon as it is aware of any event
occurring in relation to the Contract which may give rise to an
obligation to indemnify BT under the Contract, or to a claim under any
insurance required by the Contract.
26.4 This Condition shall not be deemed to limit in any way the Supplier's
liability under the Contract.
27. CONTRACT CHANGE PROCEDURE
The Contract may only be varied by written agreement between each party's
Commercial Contact who shall each respond in writing within ten days of
receipt of a proposal for a variation from the other.
28. NOTICES
Notices required under the Contract to be in writing shall be delivered by
hand, post or facsimile transmission to the Commercial Contact of the
recipient and shall be deemed to be given upon receipt (except notices sent
by facsimile transmission, which shall be deemed to be given upon
transmission).
29. GENERAL
29.1 The invalidity or unenforceability for any reason of any provision of
the Contract shall not prejudice or affect the validity or
enforceability of its other provisions.
29.2 The headings to the Contract provisions are for reference only and
shall not affect their interpretation.
29.3 a) No delay, neglect or forbearance by either party in enforcing any
provision of the Contract shall be deemed to be a waiver or in
any way prejudice any rights of that party.
b) No waiver by either party shall be effective unless made in
writing or constitute a waiver of rights in relation to any
subsequent breach of the Contract.
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29.4 The Contract governs the relationship between the parties to the
exclusion of any other terms and conditions on which any quotation or
tender response has been given to BT.
29.5 The Contract is governed by English law and subject to the non-
exclusive jurisdiction of the English courts.
29.6 The Supplier shall not be, nor in any way represent itself as, an
agent of BT and shall have no authority to enter into any obligation
on behalf of BT or to bind BT in any way.
29.7 Except as expressly set out in the Contract, no assignment of or
licence under any Intellectual Property Right or trade xxxx or service
xxxx (whether registered or not) is granted by the Contract.
29.8 The following provisions of the Contract shall survive its termination
or expiry in addition to those provisions relating to intellectual
property and those which by their content or nature will so survive:
BT Supplied Items and Property
Guarantee
Information
Confidentiality
Indemnity
Intellectual Property
Limitation of Liability
Millennium Warranty
