These Standard Terms and Conditions are incorporated into and form part of the Purchase Order contained on the overleaf and along with any change orders, addenda, revisions, amendments and supplementary agreements mutually agreed to in writing by the Central Bank of Trinidad and Tobago (“the Bank”) and the Supplier (“the Parties”) to the Purchase Order. This Purchase Order shall be deemed accepted by and binding on the Supplier upon execution of the Purchase Order by an authorised signatory of the Supplier.
1. General Obligations of the Supplier
The Supplier shall perform the services set out in the Purchase Order (“the Services”) as follows:
(a) Within the particular time specified by the Bank (“Completion Date”).
(b) With reasonable care and skill in strict compliance with the agreed “Scope of Works” and in accordance with the highest and latest industry standards, in a proficient, diligent, and timely manner, while ensuring that all materials, component parts supplied, or used in performance of the service are of a high standard and quality.
(c) Provide sober, honest, competent, experienced, suitably certified, and qualified employees who are properly trained, instructed, and supervised. The Supplier shall not employ any person to whose employment the Bank takes objection.
(d) Provide, upon request, identification acceptable to the Bank for all its employees, servants, or agents.
(e) Ensure that all health and safety standards under the Bank’s Health and Safety Requirements, the Occupational Safety and Health Act Chap 88:08, and any other statutory provisions and requirements affecting the provision of the Services are complied with.
(f) Take out and maintain such insurances as are necessary to cover its liabilities and other Third Party Risk in respect of this contract, including workmen’s compensation, employer’s liability, and public liability, and provide evidence of such insurances upon request.
(g) Nominate a representative or agent (“the Supplier’s Designated Representative”), and all information given to the Supplier’s Designated Representative shall be deemed to be given to the Supplier.
(h) Allow the Bank’s Designated Representative access to the areas where the Services are being performed for the purpose of inspection.
(i) Perform the Services in accordance with any directives and requirements reasonably prescribed by the Bank’s Designated Representative.
(j) Submit any relevant Warranty documents to the Bank upon completion of the Services.
(k) Supplier acknowledges that time shall be of the essence:
1. For any times when the Services are to be performed, whether given or agreed to by the Supplier.
2. For the length of time that any Services are to take, whether specified in specification documents, scope of works, or otherwise.
3. For the completion date or such other date as agreed by the Parties.
(l) The Supplier shall not assign or otherwise transfer this Purchase Order in whole or in part, or subcontract any of its obligations under this Purchase Order, except with the prior written consent of the Bank.
2. Warranties
The Supplier warrants that:
(a) It is authorized to perform the Services set out in the Purchase Order, and its performance of the Services does not and will not infringe any patent, copyright, trademark, trade secret, intellectual property, or other proprietary rights of any third party.
(b) It has the necessary expertise to perform the Services.
(c) The Services will conform to all the specifications as set out in the Purchase Order or any specification document by the Bank. To the extent that the Services are design services, the works being designed will be fit for the intended purpose as described.
3. Payment
(a) The total compensation for the Services, as applicable, is set out in this Purchase Order.
(b) The compensation as set out in this Purchase Order shall be inclusive of all expenses incurred by the Supplier and of all fees for any subcontractors or suppliers engaged by the Supplier in relation to this Purchase Order. The Supplier shall ensure timely payment to all such subcontractors and suppliers.
(c) The Supplier shall be liable for the payment of all sales taxes, withholding tax, levies, rates, customs charges, duties, and other statutory deductions arising from compensation for Services.
(d) Payments for Services shall be made within 30 days of the receipt of the Supplier’s original invoice and certificate of Value Added Tax registration (if applicable).
(e) If the Services are not in accordance with the Purchase Order and/or fail to pass Acceptance, the Bank shall be entitled to withhold payment until the Services meet Acceptance. (“Acceptance” means that the Bank’s Agent has signed a completion certificate with the supplier as evidence of satisfactory performance of the service.)
(f) Unless otherwise specified in this Purchase Order, all references to monetary amounts are in Trinidad and Tobago dollars.
4. Changes
(a) The Bank reserves the right at any time to make changes to the Purchase Order or any part thereof.
(b) The compensation set out in this Purchase Order shall be adjusted to account for such changes, provided the Supplier notifies the Bank in writing of the proposed adjustment and the Bank agrees in writing to such adjustment prior to the performance of the Services.
(c) No additional Services shall be undertaken or commenced without an authorized approval or change order issued by the Bank.
5. Obligations of the Bank
The Bank shall:
(a) Cooperate with the Supplier as reasonably required.
(b) Provide information and documentation that the Supplier reasonably requires.
(c) Ensure that the Supplier is granted reasonable access to the locations for the performance of the Services, if necessary.
(d) Designate a representative (“The Bank’s Designated Representative”) to liaise with the Supplier.
6. Confidentiality
(a) The Supplier shall keep the confidential information of the Bank confidential and secret, whether disclosed to or received by the Supplier from the Bank. The Supplier shall inform its officers, employees, and agents of its obligations under the terms and conditions of this Purchase Order and ensure they comply.
(b) This clause shall survive the termination of this Purchase Order and completion of the provision of the Services.
7. Termination
(a) The Bank may terminate this Purchase Order at any time by providing written notice to the Supplier in the following cases:
1. If the Supplier is in breach of any of its obligations under this Agreement.
2. If the Supplier becomes bankrupt or insolvent.
3. Any other legal disability hindering the performance of the terms of the Purchase Order.
(b) The Bank may terminate the Purchase Order for convenience.
(c) Upon termination of this Purchase Order, the Supplier shall:
1. Deliver all materials and property of the Bank in its possession or control.
2. Reimburse the Bank for monies received for Services not provided at the date of termination.
(d) Upon termination for convenience, the Bank shall pay on a pro rata basis for all Services provided up to the date of termination notice.
8. Force Majeure
(a) Neither Party shall be liable for delays or failures in performance caused by force majeure, an unforeseen event making it impossible to fulfil obligations under this Agreement.
(b) The affected Party shall promptly notify the other Party in writing when such circumstances arise and when they cease to do so.
9. Limitation of Liability and Indemnity
(a) The Bank shall not be liable for any loss or damage of any nature incurred or suffered by the Supplier on the Bank’s premises or arising from the Purchase Order, except for direct loss caused by the Bank’s willful act or default or reckless misconduct.
(b) In no event shall the Bank be liable for indirect or consequential damages, including the Supplier’s loss of earnings or economic loss.
(c) The Supplier shall indemnify the Bank against all claims, costs, and expenses in respect of personal injury or death (unless due to the negligence of the Bank) or damage to property caused during the performance of its duties under this Purchase Order.
10. Amendments
This Purchase Order may only be amended in writing, signed by duly authorized representatives of the Parties.
11. Entire Agreement
This Purchase Order, together with any amendments made in writing, represents the entire agreement between the Parties and supersedes any prior agreements or representations. Nothing in this Purchase Order excludes liability for fraud.
12. Waiver
No failure or delay by the Bank in exercising any right under this Purchase Order shall impair such right or be construed as a waiver. The rights and remedies provided are cumulative and not exclusive of any rights provided by law.
13. Severance
If any provision of this Purchase Order is judged to be unlawful or unenforceable, it shall be severed without affecting the remaining provisions.
14. Dispute Resolution
(a) All disputes shall be settled amicably by negotiation or, failing that, through Mediation. A Mediator may be appointed by the Chairman of the Dispute Resolution Centre of Trinidad and Tobago.
(b) If resolution is not reached within 10 days of Mediation, the Parties may pursue other actions.
15. Governing Law
This Purchase Order shall be governed by the laws of Trinidad and Tobago.
Supplier shall be deemed to have accepted these Terms and Conditions upon either:
(i) Written notice to the Bank of acceptance; or
(ii) Commencement of the provision of Services by Supplier.
END OF TERMS AND CONDITIONS