TERMINATION OF THE FRAMEWORK AGREEMENT. 23.1 This Framework Agreement may be terminated immediately on written notice to the Supplier by the Framework Authority and without compensation to the Supplier: 23.1.1 if the Supplier commits a material Default of this Framework Agreement capable of remedy which is not remedied within thirty (30) days after written receipt of notice of the material Default requiring the material Default to be remedied from the Framework Authority to the Supplier; 23.1.2 if the Supplier commits a material Default of this Framework Agreement which is not capable of being remedied; 23.1.3 if an Audit reveals that a material Default has been committed by the Supplier and this Default cannot be remedied in accordance with clause 23.1.1; 23.1.4 if there are persistent minor breaches, and the Supplier has been served with 4 written notices of a minor breach within a 12 month period by the Framework Authority. 23.1.5 in accordance with any of the provisions of this Framework Agreement; 23.1.6 the Supplier commits a material Default under a Call-Off Contract which is either not capable of remedy or which is not remedied in accordance with the Rectification Plan Process and, in both cases: (a) the Default is such that the Framework Authority can reasonably have no further confidence in the Supplier to deliver the Goods to the Contracting Authorities; and (b) the Supplier has, at the time of the material Default referred to in clause 23.1.1, already committed one or more material Defaults under two different Call-Off Contracts which are either not capable of remedy or have not been remedied in accordance with the Rectification Plan Process; 23.1.7 the Framework Authority reasonably believes that the Supplier or any of its directors or officers has been involved in any fraudulent activities or misapplication of funds (whether involving the Goods or not); 23.1.8 the Supplier being a company shall pass a resolution for winding up (other than for the purposes of a bona fide reconstruction or amalgamation) or a court shall make a winding up order or a receiver, administrative receiver, manager or administrator is appointed in respect of all or any part of the Supplier's assets; 23.1.9 the Supplier being a partnership shall be dissolved or, being an individual, shall have a bankruptcy petition presented or shall die; 23.1.10 the Supplier shall cease or threaten to cease to carry on its business or be unable to pay its debts or become insolvent (within the meaning of the Insolvency Act 1986) or make or propose to make an arrangement or composition with its creditors; 23.1.11 the Supplier commits any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010 in relation to this Framework Agreement or any contract with the Framework Authority. In this event the Framework Authority shall be entitled to recover from the Supplier any resulting losses; or 23.1.12 the Supplier is found to be producing the Goods in contravention of Legislation or operating any service that is not registered as required by statute, Legislation or Schedule 1 generally. 23.2 The Supplier may not terminate this Framework Agreement without the express permission of the Framework Authority. 23.3 Following service of a notice to terminate this Framework Agreement the Supplier shall comply with all reasonable requirements of the Framework Authority in connection with this Framework Agreement and the Goods. This clause shall survive termination of this Framework Agreement. 23.4 The Framework Authority shall not be liable for any costs or expenses incurred by the Supplier under this clause.
Appears in 1 contract
Sources: Framework Agreement
TERMINATION OF THE FRAMEWORK AGREEMENT. 23.1 This 19.1 Without prejudice to any other rights or remedies to which it may be entitled, TII shall be entitled at any time to terminate this Framework Agreement may be terminated immediately on without liability to the Supplier by giving written notice to the Supplier by to take effect immediately or on the Framework Authority and without compensation to date specified in the Suppliersaid notice if:
23.1.1 if 19.1.1 the Supplier commits a material Default breach of any term or condition of this Framework Agreement or the relevant Mini-Competition Contract or fails to perform any obligation or responsibility hereunder, and if such breach is capable of being remedied, fails to remedy which is not remedied the breach within thirty (30) days after written receipt of notice of the material Default notice given by either TII or a Framework Purchaser requiring the material Default Supplier to be remedied from the Framework Authority to the Supplierdo so;
23.1.2 if 19.1.2 the Supplier commits a material Default of this Framework Agreement which is delivers Products and Spraying Services that does not capable of being remedied;
23.1.3 if an Audit reveals that a material Default has been committed by meet the Supplier and this Default cannot be remedied in accordance with clause 23.1.1;
23.1.4 if there are persistent minor breaches, and the Supplier has been served with 4 written notices of a minor breach within a 12 month period by the Framework Authority.
23.1.5 in accordance with any of the provisions requirements of this Framework Agreement, the Specification and/or a Mini- Competition Contract including the Delivery Date;
23.1.6 19.1.3 the Supplier commits a material Default under a Call-Off Contract which is either not capable contravenes any of remedy or which is not remedied in accordance with the Rectification Plan Process and, in both cases:Clause 6;
(a) the Default is such that the Framework Authority can reasonably have no further confidence in 19.1.4 the Supplier to deliver the Goods to the Contracting Authorities; andcontravenes Clause 20;
(b) 19.1.5 the Supplier hashas reached Level 3 under the Performance Measurement Table as described in Clause 18;
19.1.6 the Supplier becomes bankrupt, at or convenes a meeting for the purposes of, proposes to make or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time of the material Default referred to being in clause 23.1.1, already committed one or more material Defaults under two different Call-Off Contracts which are either not capable of remedy or have not been remedied in accordance with the Rectification Plan Process;
23.1.7 the Framework Authority reasonably believes that the Supplier or any force for a sequestration of its directors estate, or officers has been involved in any fraudulent activities a trustee is granted by it on behalf of its creditors, or misapplication of funds (whether involving if the Goods or not);
23.1.8 the Supplier Supplier, being a company shall pass company, enters into a resolution for winding up voluntary or compulsory liquidation (other than for the purposes purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Framework Purchaser or TII ), or if a bona fide reconstruction receiver or amalgamation) or a court shall make a winding up order or a receiver, administrative receiver, manager or administrator examiner is appointed over any of its assets, or if the Supplier is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Supplier takes or suffers any analogous action under any other applicable law;
19.1.7 TII or Relevant Purchaser reasonably believes that any of the events mentioned in respect of all the clause above or any part of analogous event is about to occur in relation to the Supplier's assetsSupplier in any jurisdiction and notifies the Supplier accordingly;
23.1.9 19.1.8 the Supplier being a partnership shall be dissolved or, being an individual, shall have a bankruptcy petition presented ceases or shall die;
23.1.10 the Supplier shall cease or threaten threatens to cease to carry on its business business;
19.1.9 the Supplier is struck off the register of companies;
19.1.10 any representation or warranty made by the Supplier in connection with this Framework Agreement or a Mini-Competition Contract shall in the opinion of either TII or a Framework Purchaser prove to be unable to pay its debts untrue or become insolvent (within the meaning incorrect in a material respect as of the Insolvency Act 1986) or make or propose to make an arrangement or composition with its creditorsdate when made;
23.1.11 19.1.11 the Supplier commits has committed any offence fraudulent act or any criminal activity or is guilty of gross negligence in the performance of this Framework Agreement or a Mini- Competition Contract; or
19.1.12 TII or a Framework Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Supplier or any agent or representative of the Supplier, to any employee of any Framework Purchaser or TII with a view towards securing any agreement for the provision of Products and Spraying Services or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or
19.1.13 TII or a Framework Purchaser suspects that the Supplier has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Supplier may be reported by TII or a Framework Purchaser to the Competition Authority of Ireland, and
19.1.14 there is a direct or indirect change of control of the Supplier to which TII reasonably objects; or
19.1.15 without cause, the relevant Framework Purchaser or TII also terminates its agreements with the other Framework Suppliers.
19.2 Should conditions arise which, in the opinion of TII or a Framework Purchaser in its absolute discretion, necessitate the termination of this Framework Agreement and/or a Mini- Competition Contract, TII may terminate this Framework Agreement and/or a Mini- Competition Contract upon written notice to the Supplier. Such termination shall take effect on the date specified in the said notice and shall be without prejudice to any claims which either party may have against the other party under this Framework Agreement and/or a Mini- Competition Contract.
19.3 In the Prevention event of Corruption Acts 1889 to 1916 the Framework Agreement being terminated by the TII on any of the grounds listed above during a Mini-Competition Contract, the Supplier shall be liable for any loss incurred by the TII or the Bribery Act 2010 in relation relevant Framework Purchaser as a result of such termination including the cost of finding an alternative Supplier to carry out the Supplier’s uncompleted provision of the Products and Spraying Services.
19.4 Termination of this Framework Agreement or any contract with Mini-Competition Contract pursuant to the Framework Authorityabove clauses shall not relieve or discharge either party from any obligations which have accrued prior to such termination. In this event Unless expressly stated to the Framework Authority shall be entitled to recover from contrary, the Supplier any resulting losses; or
23.1.12 the Supplier is found to be producing the Goods in contravention of Legislation or operating any service that is not registered as required by statute, Legislation or Schedule 1 generally.
23.2 The Supplier may not terminate this Framework Agreement without the express permission of the Framework Authority.
23.3 Following service of a notice to terminate this the Framework Agreement shall not operate as a notice to terminate any Mini-Competition Contract made under the Supplier shall comply with all reasonable requirements Framework Agreement. Termination or expiry of the Framework Authority Agreement shall not cause any Mini-Competition Contracts to terminate automatically. For the avoidance of doubt, all Mini-Competition Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
19.5 Neither TII nor any Framework Purchaser shall be liable to the Supplier for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Supplier arising out of or in connection with this Framework Agreement or the termination of this Framework Agreement or any Mini- Competition Contract.
19.6 The provisions of Clauses 1) (definitions and the Goods. This clause interpretation) 14)(warranties and indemnities), 15)(insurance), 16)(tax clearance) 17)(confidentiality), 18.10 and 18.11(audit) 19) (termination) 21) (notices) 22) (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of this Framework Agreement.
23.4 The Framework Authority shall not be liable for any costs or expenses incurred by the Supplier under this clause.
Appears in 1 contract
Sources: Multi Party Framework Agreement
TERMINATION OF THE FRAMEWORK AGREEMENT. 23.1 This 19.1 Without prejudice to any other rights or remedies to which it may be entitled, TII shall be entitled at any time to terminate this Framework Agreement may be terminated immediately on without liability to the Supplier by giving written notice to the Supplier by to take effect immediately or on the Framework Authority and without compensation to date specified in the Suppliersaid notice if:
23.1.1 if 19.1.1 the Supplier commits a material Default breach of any term or condition of this Framework Agreement or the relevant Mini-Competition Contract or fails to perform any obligation or responsibility hereunder, and if such breach is capable of being remedied, fails to remedy which is not remedied the breach within thirty (30) days after written receipt of notice of the material Default notice given by either TII or a Framework Purchaser requiring the material Default Supplier to be remedied from the Framework Authority to the Supplierdo so;
23.1.2 if 19.1.2 the Supplier commits a material Default of this Framework Agreement which is delivers Products that do not capable of being remedied;
23.1.3 if an Audit reveals that a material Default has been committed by meet the Supplier and this Default cannot be remedied in accordance with clause 23.1.1;
23.1.4 if there are persistent minor breaches, and the Supplier has been served with 4 written notices of a minor breach within a 12 month period by the Framework Authority.
23.1.5 in accordance with any of the provisions requirements of this Framework Agreement, the Specification and/or a Mini-Competition Contract including the Delivery Date;
23.1.6 19.1.3 the Supplier commits a material Default under a Call-Off Contract which is either not capable contravenes any of remedy or which is not remedied in accordance with the Rectification Plan Process and, in both cases:Clause 6;
(a) the Default is such that the Framework Authority can reasonably have no further confidence in 19.1.4 the Supplier to deliver the Goods to the Contracting Authorities; andcontravenes Clause 20;
(b) 19.1.5 the Supplier hashas reached Level 3 under the Performance Measurement Table as described in Clause 18;
19.1.6 the Supplier becomes bankrupt, at or convenes a meeting for the purposes of, proposes to make or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time of the material Default referred to being in clause 23.1.1, already committed one or more material Defaults under two different Call-Off Contracts which are either not capable of remedy or have not been remedied in accordance with the Rectification Plan Process;
23.1.7 the Framework Authority reasonably believes that the Supplier or any force for a sequestration of its directors estate, or officers has been involved in any fraudulent activities a trustee is granted by it on behalf of its creditors, or misapplication of funds (whether involving if the Goods or not);
23.1.8 the Supplier Supplier, being a company shall pass company, enters into a resolution for winding up voluntary or compulsory liquidation (other than for the purposes purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Framework Purchaser or TII ), or if a bona fide reconstruction receiver or amalgamation) or a court shall make a winding up order or a receiver, administrative receiver, manager or administrator examiner is appointed over any of its assets, or if the Supplier is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Supplier takes or suffers any analogous action under any other applicable law;
19.1.7 TII or Relevant Purchaser reasonably believes that any of the events mentioned in respect of all the clause above or any part of analogous event is about to occur in relation to the Supplier's assetsSupplier in any jurisdiction and notifies the Supplier accordingly;
23.1.9 19.1.8 the Supplier being a partnership shall be dissolved or, being an individual, shall have a bankruptcy petition presented ceases or shall die;
23.1.10 the Supplier shall cease or threaten threatens to cease to carry on its business business;
19.1.9 the Supplier is struck off the register of companies;
19.1.10 any representation or warranty made by the Supplier in connection with this Framework Agreement or a Mini-Competition Contract shall in the opinion of either TII or a Framework Purchaser prove to be unable to pay its debts untrue or become insolvent (within the meaning incorrect in a material respect as of the Insolvency Act 1986) or make or propose to make an arrangement or composition with its creditorsdate when made;
23.1.11 19.1.11 the Supplier commits has committed any offence fraudulent act or any criminal activity or is guilty of gross negligence in the performance of this Framework Agreement or a Mini- Competition Contract; or
19.1.12 TII or a Framework Purchaser has reason to believe that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Supplier or any agent or representative of the Supplier, to any employee of any Framework Purchaser or TII with a view towards securing any agreement for the provision of Products or any other contract. Paying the expenses of normal business meals shall not be prohibited by this provision; or
19.1.13 TII or a Framework Purchaser suspects that the Supplier has entered into or implemented an agreement or has made or implemented a decision or has engaged in a concerted practice that is prohibited by Section 4(1) of the Competition Acts 2002 to 2014; in which case the Supplier may be reported by TII or a Framework Purchaser to the Competition Authority of Ireland, and
19.1.14 there is a direct or indirect change of control of the Supplier to which TII reasonably objects; or
19.1.15 without cause, the relevant Framework Purchaser or TII also terminates its agreements with the other Framework Suppliers.
19.2 Should conditions arise which, in the opinion of TII or a Framework Purchaser in its absolute discretion, necessitate the termination of this Framework Agreement and/or a Mini- Competition Contract, TII may terminate this Framework Agreement and/or a Mini- Competition Contract upon written notice to the Supplier. Such termination shall take effect on the date specified in the said notice and shall be without prejudice to any claims which either party may have against the other party under this Framework Agreement and/or a Mini- Competition Contract.
19.3 In the Prevention event of Corruption Acts 1889 to 1916 the Framework Agreement being terminated by the TII on any of the grounds listed above during a Mini-Competition Contract, the Supplier shall be liable for any loss incurred by the TII or the Bribery Act 2010 in relation relevant Framework Purchaser as a result of such termination including the cost of finding an alternative Supplier to carry out the Supplier’s uncompleted provision of the Products.
19.4 Termination of this Framework Agreement or any contract with Mini-Competition Contract pursuant to the Framework Authorityabove clauses shall not relieve or discharge either party from any obligations which have accrued prior to such termination. In this event Unless expressly stated to the Framework Authority shall be entitled to recover from contrary, the Supplier any resulting losses; or
23.1.12 the Supplier is found to be producing the Goods in contravention of Legislation or operating any service that is not registered as required by statute, Legislation or Schedule 1 generally.
23.2 The Supplier may not terminate this Framework Agreement without the express permission of the Framework Authority.
23.3 Following service of a notice to terminate this the Framework Agreement shall not operate as a notice to terminate any Mini-Competition Contract made under the Supplier shall comply with all reasonable requirements Framework Agreement. Termination or expiry of the Framework Authority Agreement shall not cause any Mini-Competition Contracts to terminate automatically. For the avoidance of doubt, all Mini-Competition Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
19.5 Neither TII nor any Framework Purchaser shall be liable to the Supplier for any loss of profit, loss of contracts or other economic losses and/or expenses or for any indirect, economic, or consequential loss suffered or incurred by the Supplier arising out of or in connection with this Framework Agreement or the termination of this Framework Agreement or any Mini- Competition Contract.
19.6 The provisions of Clauses 1) (definitions and the Goods. This clause interpretation) 14)(warranties and indemnities), 15)(insurance), 15.11(tax clearance) 17)(confidentiality), 18.10 and 18.11(audit) 19) (termination) 21) (notices) 22) (waiver) 26) (publicity) 27) (data protection) 29) (freedom of information) 30) (governing law) and 31) (dispute resolution) shall survive the termination or expiry of this Framework Agreement.
23.4 The Framework Authority shall not be liable for any costs or expenses incurred by the Supplier under this clause.
Appears in 1 contract
Sources: Framework Agreement
TERMINATION OF THE FRAMEWORK AGREEMENT. 23.1 This Framework Agreement The Council may be terminated immediately on written notice to the Supplier by the Framework Authority and without compensation to the Supplier:
23.1.1 if the Supplier commits a material Default of terminate this Framework Agreement capable in whole or part with immediate effect by the service of remedy which is not remedied within thirty (30written notice on the Provider in the following circumstances:
a) days after written receipt of notice of the material Default requiring the material Default to be remedied from the Framework Authority to the Supplier;
23.1.2 if the Supplier commits a Provider is in breach of any material Default of obligation under this Framework Agreement which and that breach is not capable of being remediedremedy;
23.1.3 b) if an Audit reveals the Provider is in breach of any material obligation under this Framework Agreement and that breach is capable of remedy and the Provider has failed to remedy such breach within 28 days of receipt of a material Default has been committed by the Supplier and this Default cannot be remedied in accordance with clause 23.1.1Notice;
23.1.4 c) if there are persistent minor breaches, and is an Insolvency Event;
d) if there is a change of control of the Supplier has been served with 4 written notices Provider within the meaning of a minor breach within a 12 month period by section 1124 of the Framework Authority.Corporation Tax Act 2010; or
23.1.5 in accordance with any of 23.2 If the Provider is an individual (without prejudice to the provisions of clause 23.1), the Council may terminate this Framework Agreement in whole or part with immediate effect by the service of written notice on the Provider if the Provider:
a) commits any gross misconduct affecting the Council; or
b) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
c) is in the reasonable opinion of the Council negligent or incompetent in the performance of the Services; or
d) is incapacitated (including by reason of illness or accident) from complying with its obligations under this Framework Agreement;; or
23.1.6 e) commits any fraud or dishonesty or acts in any manner which in the Supplier commits a material Default under a Call-Off Contract which opinion of the Council brings or is either not capable likely to bring the Provider or the Council into disrepute or is materially adverse to the interests of remedy or which is not remedied the Council.
23.3 The Council may terminate this Framework Agreement in accordance with the Rectification Plan Process and, in both cases:
provisions of clause 10.3 (a) the Default is such that the Framework Authority can reasonably have no further confidence in the Supplier to deliver the Goods to the Contracting Authorities; and
(b) the Supplier has, at the time conflict of the material Default referred to in clause 23.1.1, already committed one or more material Defaults under two different Call-Off Contracts which are either not capable of remedy or have not been remedied in accordance with the Rectification Plan Process;
23.1.7 the Framework Authority reasonably believes that the Supplier or any of its directors or officers has been involved in any fraudulent activities or misapplication of funds (whether involving the Goods or not);
23.1.8 the Supplier being a company shall pass a resolution for winding up (other than for the purposes of a bona fide reconstruction or amalgamationinterest) or a court shall make a winding up order or a receiver, administrative receiver, manager or administrator is appointed in respect clause Error! Reference source not found. (bribery) of all or any part of the Supplier's assets;
23.1.9 the Supplier being a partnership shall be dissolved or, being an individual, shall have a bankruptcy petition presented or shall die;
23.1.10 the Supplier shall cease or threaten to cease to carry on its business or be unable to pay its debts or become insolvent (within the meaning of the Insolvency Act 1986) or make or propose to make an arrangement or composition with its creditors;
23.1.11 the Supplier commits any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010 in relation to this Framework Agreement or any contract with the Framework Authority. In this event the Framework Authority shall be entitled to recover from the Supplier any resulting losses; or
23.1.12 the Supplier is found to be producing the Goods in contravention of Legislation or operating any service that is not registered as required by statute, Legislation or Schedule 1 generally.
23.2 The Supplier may not terminate this Framework Agreement without the express permission of the Framework Authority.
23.3 Following service of a notice to terminate this Framework Agreement the Supplier shall comply with all reasonable requirements of the Framework Authority in connection with this Framework Agreement and the Goods. This clause shall survive termination 9 of this Framework Agreement.
23.4 The If this Framework Authority shall not be liable for any costs or expenses incurred Agreement is terminated by the Supplier Council for cause under clause 23.1 of this clauseFramework Agreement such termination shall be at no loss or cost to the Council and the Provider hereby indemnifies the Council against any such losses or costs which the Council may suffer as a result of any such termination for cause.
23.5 The Council may also terminate this Framework Agreement on the second and third anniversaries of the Start Date by serving at least one month’s written notice before the relevant anniversary.
Appears in 1 contract
Sources: Framework Agreement