SUBJECT TO CONTRACT
Attachment No 7
Template Call Off Order Form
Freight Procurement - Invitation to Tender Pack
The Tem
plate Call Off Order Form, to which the Template Call Off Terms and Conditions
will be appended, will when completed in respect of a successful tender following a Mini-
Competition comprise a Call Off Agreement. The Template Call Off Order Form will be
included at Schedule 4 (Template Call Off Order Form and Template Call Off Terms and
Conditions) of the Framework Agreement.
FRAMEWORK SCHEDULE 4
[TEMPLATE] CALL OFF ORDER FORM AND [TEMPLATE] CALL OFF TERMS AND CONDITIONS
GUIDANCE NOTE:
The Parties' attention is drawn to the various guidance notes and information/schedules in
square brackets to complete/settle prior to signing the Call Off Agreement
, which are
highlighted in YELLOW in this document.
Before any Call Off Agreement is entered into, the Customer should ensure that all guidance
notes and text highlighted in YELLOW have been addressed/settled (as appropriate, including
deletion of all the Guidance Notes highlighted in YELLOW).
Customers awarding a Call Off Agreement by way of a Mini-Competition should note that they
are responsible for identifying any parts of the Freight Operator’s response to the Customer’s
Statement of Requirements which are relevant to the Call Off Agreement and incorporating
them before signature.
The guidance notes have been included to assist the Customer in completing the required
information with sufficient detail, but are not exhaustive.
If the Customer requires the assistance of the Freight Operator to fill in certain sections of the
Template Call Off Order Form and Template Call Off Terms and Conditions prior to those
becoming the Call Off Agreement, this will be agreed between the parties.
Delete this page before entering the Call Off Agreement.
0)
2
PART 1 – [TEMPLATE] CALL OFF ORDER FORM
Guidance Note: In completing the Template Call Off Order Form, Customers must ensure that
they are in compliance with Framework Schedule 5 (Call Off Procedure) and the provisions of
Regulation 33. Customers entering into the Call Off Agreement following a Mini-Competition
should note, in particular, the requirements under paragraphs 6 and 11 of Regulation 33; and
complete the Template Call Off Order Form by reference to the Statement of Requirements
and the tender submitted by the Freight Operator during the Mini-Competition.
SECTION A
This Call Off Order Form is issued in accordance with the provisions of the framework agreement
for the provision of [ ] dated [ ] (the “Framework Agreement”). Terms defined in the
Framework Agreement shall, unless otherwise defined herein, have the same meaning when
used in this Call Off Order Form.
Guidance Note: specify above the
type of Services provided under and the date of the
Framework Agreement between the Customer and the Freight Operator pursuant to which
this Call Off Agreement is entered into.
The Freight Operator agrees to supply the Services specified below on and subject to the terms
of this Call Off Agreement (comprising this Call Off Order Form and the Call Off Terms and
Conditions (set out at Appendix 5 (Call Off Terms and Conditions) below) as completed pursuant
to and in accordance with Section B below).
Order
Number
[ ]
Guidance Note: include order number.
From
[INSERT CONTRACTING
AUTHORITY NAME] of [Insert
Address]
(the "CUSTOMER")
Guidance Note: specify the full name and
address of the Contracting Authority.
To
[INSERT COMPANY NAME], a
company registered in [•]
with registered number [•],
whose registered office is at
[•]
(the "FREIGHT OPERATOR")
Guidance Note: specify the company
name, registered number and registered
address of the Freight Operator.
3
SECTION B
The Call Off Terms and Conditions contained in Appendix 5 (Call Off Terms and Conditions) have
been completed in the manner prescribed by paragraph 1 of this Section B below (Input Required
to Populate Call Off Terms and Conditions) and shall so completed form the Call Off Terms and
Conditions comprising part of this Call Off Agreement and entered into pursuant to this Call Off
Order Form.
INPUT REQUIRED TO POPULATE CALL OFF TERMS AND CONDITIONS
Clause reference in Call Off Terms
and Conditions
in relation to
which input is required
Specific input
required
Input required to populate
and thereby complete Call
Off Terms and Conditions
1.1
Recitals (in preamble to the Call
Off Terms and Conditions)
Date of issue of
Statement of
Requirements in
recital (C)
Date of submission
by Freight
Operator of tender
to Customer in
recital (D)
(C) The Customer issued
its Statement of
Requirements for the
provision of the Services
(each as defined in the
Framework Agreement)
on [●].
(D)
In response to the
Statement of
Requirements (as defined
in the Framework
Agreement) the Freight
Operator
submitted a
tender to the Customer on
[●
] through which it
provided to the Customer
its solution f
or providing
the Services (as defined in
the Framework
Agreement). On the basis
of that t
ender, the
Customer has selected the
Freight Operator to
provide the services to it in
accordance with the terms
of this Agreement.
1.2
Clause 1.1 (Interpretation)
Definition of
“Arrival Terminal”
“Arrival Terminal” means
[●]
1.3
Clause 1.1 (Interpretation)
Definition of
“Capacity
Commencement
Date”
“Capacity Commencement
Date” means [●]
4
Clause reference in Call Off Terms
and Conditions
in relation to
which input is required
Specific input
required
Input required to populate
and thereby complete Call
Off Terms and Conditions
1.4
Clause 1.1 (Interpretation)
Definition of
“Departure
Terminal”
“Departure Terminal”
means [●]
1.5
Clause 1.1 (Interpretation)
Definition of
“Expiry Date”
“Expiry Date” means 23:59
on [●]
1.6
Clause 1.1 (Interpretation)
Definition of
“Framework
Agreement”
“Framework Agreement”
means the framework
agreement for the
provision of freight
capacity entered into
between the Customer and
the Freight Operator,
pursuant to which this
Agreement has been
entered into and dated [●]
2019 with reference
number [●].
1.7
Clause 1.1 (Interpretation)
Definition of
“Purchase Price”
“Purchase Price” means
[£/€] [●] per Lane Metre
(accompanied)] [and] [£/€]
[●] per Lane Metre
(unaccompanied)]
1.8
Clause 8.4(D)
Choice of Sterling
or Euro
[Insert Sterling or Euro as
applicable]
1.9
Clause 18.1(C)(i) (Notices)
Notice details to be
provided in
relation to the
Freight Operator
Address: [●]
For the attention of: [●]
E-mail: [●]
1.10
Clause 18.1(C)(ii) (Notices)
Notices details to
be provided in
relation to the
Customer
Address: [●]
For the attention of: [●]
E-mail: [●]
1.11
Clause 28 (Agent for Service)
Name of the agent
for service
[Insert name of the agent
for service or
replace text
of Clause 28 with “NOT
USED”
if UK incorporated
Freight Operator].
5
Clause reference in Call Off Terms
and Conditions
in relation to
which input is required
Specific input
required
Input required to populate
and thereby complete Call
Off Terms and Conditions
1.12
Schedule 1 (Purchased Capacity)
Route and table
included at
Schedule 1.
See Appendix 1
(
Completed Schedule 1 of
Call Off Terms and
Conditions
) for the
completed Schedule 1
which shall constitute
Schedule 1 of the Call Off
Terms and Conditions.
1.13
Schedule 2 (Representatives)
Details of the Initial
Freight Operator
Representative and
the Customer
Representative
See Appendix 2
(
Completed Schedule 2 of
Call Off Terms and
Conditions
) for the
completed Schedule 2
which
shall constitute
Schedule 2 of the Call Off
Terms and Conditions.
1.14
Schedule 7 (Tender)
Insert the Freight
Operator’s tender
submitted in
response to the
Customer’s
Statement of
Requirements as
part of the relevant
Mini-Competition.
See Appendix 3
(
Completed Schedule 7 of
Call Off Terms and
Conditions) for the
completed Schedule 7
which shall constitute
Schedule 7 of the Call Off
Terms and Conditions.
1.15
Schedule 8 (Standard Terms of
Carriage)
Insert the Freight
Operator’s
Standard Terms of
Carriage submitted
along with its
tender in response
to the relevant
Mini-Competition.
See Appendix 4
(
Completed Schedule 8 of
Call Off Terms and
Conditions) w
hich shall
constitute Schedule 8 of
the Call Off Terms and
Conditions.
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FORMATION OF CALL OFF AGREEMENT
BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic
means) the Freight Operator agrees to enter into a Call Off Agreement with the Customer to
provide the Services in accordance with the terms of the Call Off Order Form and the Call Off
Terms and Conditions.
The Parties hereby acknowledge and agree that they have read the Call Off Order Form and
the Call Off Terms and Conditions and by signing below agree to be bound by this Call Off
Agreement.
In accordance with paragraph 5 of Framework Schedule 5 (Call Off Procedure), the Parties
hereby acknowledge and agree that this Call Off Agreement shall be formed when the
Customer acknowledges (which may be done by electronic means) the receipt of the signed
copy of the Call Off Order Form from the Freight Operator within two (2) Working Days from
such receipt.
For and on behalf of the Freight Operator:
Name and Title
Signature
Date
For and on behalf of the Customer:
Name and Title
Signature
Date
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APPENDIX 1 – COMPLETED SCHEDULE 1 OF CALL OFF TERMS AND CONDITIONS
This Schedule 1 shall not be modified in any material respect without the prior written consent of
the Customer.
Leg (one way only) - from [●] to [●]
Day Trips per
day
Scheduled
Trip
departure
time (+/- 4
hours)
Scheduled
Trip arrival
time (+/- 4
hours)
Lane Metres per
Trip
(accompanied)
Lane Metres per
Trip
(unaccompanied)
[●] [●] [●] [●] [●] [●]
The table above shall repeat ad infinitum for the term of this Agreement, except as varied
by Clause 33 (Cancellation)
DRAFT 12.07.19
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APPENDIX 2 – COMPLETED SCHEDULE 2 OF CALL OFF TERMS AND CONDITIONS
Initial Freight
Operator
Representative:
Name:
[●]
Address:
[●]
Mobile
Telephone:
[●]
Office
Telephone
[●]
E-Mail:
[●]
Initial Customer
Representative:
Name:
[●]
Address:
[●]
Mobile
Telephone:
[●]
Office
Telephone:
[●]
E-Mail:
[●]
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APPENDIX 3 – COMPLETED SCHEDULE 7 OF CALL OFF TERMS AND CONDITIONS
[INSERT FREIGHT OPERATOR’S TENDER IN RESPECT OF THE RELEVANT MINI-COMPETITION]
10
APPENDIX 4 – COMPLETED SCHEDULE 8 OF CALL OFF TERMS AND CONDITIONS
[INSERT FREIGHT OPERATOR’S STANDARD TERMS OF CARRIAGE PROVIDED AS PART OF TENDER
HERE]
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APPENDIX 5 - CALL OFF TERMS AND CONDITIONS
[CALL OFF TERMS AND CONDITIONS AS COMPLETED BY THE CALL OFF ORDER FORM TO BE
INCLUDED HERE]
