THIS FRAMEWORK AGREEMENT ("Agreement"), entered into on _________ 2010, by and between:


Company Name



Hereinafter referred to as the Seller




(Name Of Organisation)



Hereinafter referred to as the Buyer






Whereas , the Buyer has tendered, as a member of an inter-agency initiative, for a Framework Agreement for the provision of relief blankets to be used in emergency operations primarily in East and Central Africa, but also possibly in order locations;


Whereas , this Agreement is for the potential purchase of Lower and Medium Thermal Blankets as per attached specifications and in accordance with samples submitted to the Buyer (the "Goods");


Whereas , based on the Seller's quotation and price dated …………….. and subsequent response to re-tender, reference ………………… dated …………………, and based on the quality of the Seller’s blankets, the Seller has been selected to be primary vendor for the Buyer


Wh ereas , the Buyer wishes to purchase blankets at a fixed price and fixed specification for a fixed duration.


NOW, THEREFORE, the Parties hereby agree as follows:


Article 1.               Commodity


1.1    Primary stock : The seller agrees to manufacture and hold in stock, in their warehouse, for the first ………… months of this agreement 25,000 blankets of 50% wool content and 25,000 blankets of 30% wool content ( according to the attached detailed specifications ). As a member of the inter-agency initiative, the Buyer will draw down on the stock if and when required. In such case, the Seller will ensure that such stock is replenished. At the end of the ………… month, of the agreement, the Buyer (in collaboration with inter-agency members) will advise the Seller of their requirement for further stocks and their intention to renew this agreement. Should the agreement not be renewed the Seller shall have the right to dispose of any remaining stocks.


1.2    Reserve stock : The seller agrees to stock sufficient raw material to manufacture up to an additional 100,000 blankets within a maximum of three weeks of a confirmed purchase order from the Buyer.


Article 2.               Term


2.1    The Term of this Agreement shall be from ……/……/09 to ……/……/09. It may be extended with prior agreement of the Parties.


Article 3.               Price


3.1    Fixed price : Throughout the Term of this Agreement the maximum price of the Goods shall be fixed at the following amount:


Medium thermal resistance – 50% wool content: US$3.62 each

Lower thermal resistance – 30% wool content: US$3.32 each


Prices are FCA vendor's warehouse (exclusive of VAT)


3.2    Variation : The above prices can be re-negotiated if there is a sustained change (positive or negative) in the value of the US Dollar against the Euro (currency in which raw materials are valued) by 15% or more. The exchange rate at date of signing is: Euro1.00 = US$_______


Article 4.               Purchase of Goods


4.1    As a member of the inter-agency initiative, the Buyer shall purchase the Goods individually as and when required. It shall be the responsibility of the Buyer to issue purchase orders accordingly. Such orders shall be in accordance with the terms of this Agreement and shall identify the number of Goods required, delivery terms, packaging and marking requirements (as defined below) and other applicable conditions. The purchase order shall also state whether the Goods are to be purchased out of the Primary or the Reserve stock or otherwise.


Article 5.               Conditions of Purchase


5.1               Inspection : the Buyer or their representatives may inspect the purchased goods before loading at the Seller's premises with 24 hours prior notice. The cost of such inspection will be for the account of the Buyer; the Seller will cover the cost of any re-inspection.


5.2               Warranty : The Seller will be responsible for the quantity and quality delivered according to the agreed specifications. In case of delivery of non-conforming merchandise, the Buyer shall reserve the right to reject the consignment. Furthermore, the Buyer reserves the right to conduct random testing of Goods in stock to ensure compliance with the specifications hereto attached.


5.3               Marking : Standard markings (unless otherwise advised)

   Commodity: Blankets

   Type: Medium, or Lower, thermal resistance. Wool content 50% or 30% (as appropriate)

   25 pieces/bale

   Size (cms) 150 x 200 cm

   Gross weight per bale: 40 kgs

   Wt/pc: min 1.5kgs (approx)

   Made by ………………., Country


5.4               Delivery date : To be defined at each Purchase Order


5.5        Packing instructions : 25 blankets packed in a strong plastic sheet and closed by tape. Top and bottom of package to be reinforced with cardboard sheets. The plastic must be pierced to allow breathing and to avoid condensation. The bale is packed into a heavy-duty polypropylene sack to protect the contents against damage and wear and tear during handling and transportation, then compressed and strapped with nylon bands (3 length and 2 width wise). The polypropylene bag should be marked/printed with indelible ink, as per order instructions, with logo (if required by the Buyer). Markings (above) to be on both sides of the bale.


(Note: It shall be understood that markings and logos will add 4 to 5 days to delivery times unless polypropylene bags are pre-printed).


5.6               Penalty clause – Late Deliveries: For deliveries that are beyond the agreed due date there will be a penalty of 0.1% per day of the total FCA value of the order subject to a maximum of 2% of the total order value.


5.7               Consignee : To be confirmed on each Purchase Order


5.8        Delivery Terms : Delivery terms for each purchase order are to be specified according to INCOTERMS 2000 (normally either CIF or C&F). The Buyer will advise the Seller, at time of order, of the type and scope, if any, of any freight forwarding and/or transport service required. Clearance at the country of destination / import will be arranged by the Buyer’s representatives.


5.9        Post Order : All orders must be deemed equally important unless the Buyer indicates priority.  If delivery times agreed with the Buyer at time of order are not going to be met, the Seller will contact the concerned organisation (named on the Purchase Order) at least 24hrs in advance of the initial delivery time and agree another date.


5.10    Price : as defined above.


5.11    Insurance : arranged by the Buyer member concerned unless included as part of delivery terms (Article 5.8)


5.12    Payment terms : By bank transfer or cheque within 30 days after invoicing, receipt of shipping documents and confirmation that Goods are in good order.


5.13    Address for Invoice : To be stated on purchase order.


5.14    Documents required for each Delivery :


The following documents are to be completed by the Seller within 24 hours of receipt of a confirmed order (for primary blanket stock) from the Buyer:


   Export Invoice (VAT exempt) in triplicate – unless Goods are for use within Kenya , in which case a standard invoice inclusive of VAT shall be prepared.

   Packing List in triplicate

   Signed delivery note by the Carrier, Certificate of Analysis (when requested), Copy of the Certificate of Quality and Quantity established by the Survey company (if performed)

   Other documents according to each Purchase Order


5.15 Dispatch of documents : One full set of originals to be sent to the Buyer undertaking the purchase.


Article 6               Purchase of Goods by other than an inter-agency member


6.1 Purchase orders will be made by either: X, Y, Z, or , P. Blanket and raw material stocks (as indicated in Article 1) are collectively for all members of inter-agency initiative.


6.2               The Seller agrees that other National offices related to any of the above organisations may also benefit from the terms and conditions of this Agreement as described herein but that all orders shall only be accepted from the Buyer offices that are party to this agreement.


6.3               Any purchases by any party other than a member of the inter-agency initiative or their associated Office (see 6.1 above), are not in any way the responsibility of the Buyer. Such purchases will be made directly by the third party and be invoiced directly to them.


Article 7               Exclusivity


7.1    In cases of extreme urgency or need for larger quantities than available with the Seller, the Buyer reserves the right, after consultation with the Seller , to procure Goods from secondary sources.


Article 8               Breach


8.1    If the Seller breaches any term or condition of this Agreement, or the conditions set out in any given purchase order, including but not limited to quality of the goods, price and delivery requirements, the Buyer shall be entitled to immediately purchase goods from any other source, in addition to any other remedy available in law or equity.


Article 9               General Terms and Conditions


9.1    Acceptance of this agreement entails the waiving by the Seller of its General Conditions of Sales.


9.2    All terms and conditions not mentioned herein shall be governed by the Buyer’s general purchasing conditions.


9.3    Termination : Should Seller or the Buyer wish to terminate this agreement they should give 3 months written notice detailing their reasons for such a request.


9.4    Applicable Laws & Arbitration : This agreement and any subsequent purchase contract(s) shall be governed by the laws of Kenya .


9.5    Disputes : In the event that a dispute cannot be resolved through negotiations, the parties to this agreement and any subsequent purchase contracts(s) agree to be bound by the arbitration procedures of the International Chamber of Commerce and accept the arbitration decision as the final adjudication of a dispute.


9.6    Service Measurements & Performance : The Seller is required to demonstrate their performance. Failure to meet the targets contained herein will be deemed to be a failure in servicing the agreement. T he professional and timely provision of the services purchased is of paramount importance to the Buyer and if the Seller subsequently fails to meet these expectations the Buyer reserves the right to find a suitable alternative supplier for blankets, in addition to any other remedy available in law or equity.


Article 10               Final Provisions


This contract is produced in three original copies, whereby the Seller shall keep one and the Buyer shall keep two original copies after signature.


This agreement comes into force with signature and stamps of all parties.




The Buyer



Name of Signatory:


Name of Signatory:


Director, Finance