REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
ANNEX A – INSTRUCTION TO TENDERERS
INDEX
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GENERAL PROVISIONS
ISSUING OF DOCUMENT
REQUEST FOR QUOTATION
TENDER VALIDITY
SUBMISSION OF QUOTATION
REQUIREMENTS FOR COMPLIANCE
ALTERNATIVE PROPOSALS
OTHER PROVISIONS
COMPLETENESS OF TENDER DOCUMENTS
SIGNING OF THE QUOTATION
TENDER EVALUATION
12 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARD
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REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
1
GENERAL PROVISIONS
The Tenderer is requested to acknowledge receipt of the Invitation to Tender and confirm intent to bid by the Closing Date and time stipulated herein, within 3 (three) working days of receipt of this document. Such acknowledgement shall be submitted in writing. For the purposes of this Tender the Tenderer shall submit all Tender documentation in English; any correspondence and documents issued in any other language must be accompanied by a translation into English and the text of the English version shall prevail. The Tenderer shall carefully check that all the Tender Documents have been received and are complete. The CONTRACTOR may refuse to accept or consider any Tender which does not meet the requirements of these instructions, or which is in any other way irregular. The CONTRACTOR shall not be held liable for any expense incurred by the Tenderer in the preparation and submission of the Tender. The Tender shall be delivered free of charge to the CONTRACTOR and the CONTRACTOR shall not be liable to pay any Tenderer’s costs including any subsequent Tender clarification and associated travel costs, regardless of whether the Tenderer is successful or not. The Tenderer participation is at his sole cost and risk. The Contract entered into between the CONTRACTOR and the successful Tenderer shall be based on the Tender Documents.
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ISSUING OF DOCUMENT
One (1) complete set of the Tender Documents shall be made available to each Tenderer free of charge. All data sheets, drawings, specifications and other information obtained by the Tenderer from any source in connection with the Invitation to Tender shall be held in strict confidence by the Tenderer, and usage of such information shall be limited to the preparation of the Tender. The Tenderer undertake, upon request by the CONTRACTOR, to immediately return to the CONTRACTOR, any data sheets, drawings, specifications and other documents, including all copies and reproductions thereof, in the event the Contract would not be awarded.
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REQUEST FOR QUOTATION
The Request for Quotation shall consist of all documents listed in the “Letter of Invitation to Tender” together with any other document referred to therein. At any time during the tendering period, the CONTRACTOR reserves the right to modify or supplement any of the documents comprising the Request for Quotation, by issuing sequentially numbered Variation to Request for Quotation. The Tenderer shall include reference to the latest Variation to Request for Quotation received when submitting their Tender.
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TENDER VALIDITY
The Tender shall be valid, binding and irrevocable for a minimum of 90 (ninety) days from the Tender Closing Date. Only firm Tender, valid for the entire duration of [WORK/SERVICE] shall be quoted. Should the Tenderer elect not to submit a Tender they are required:
to send a written communication explaining the reasons for not participating in the Tender, within 5 (five) working days from receipt of the “Letter of Invitation to Tender”, but in any case no later than the closing date; and
to return the Tender package in its entirety at their own cost.
5 In all instances, quotations shall be submitted in two (2) separate packages made up as follows:
SUBMISSION OF QUOTATION
The Technical Package shall contain [one original and two copies of] all documentation relating to the technical aspects of the Tender including, but not be limited to, one un-priced copy of the Commercial Package, technical specifications, deviations from specifications, advantages of the services offered, complete data sheets and drawings and any and all other information relevant to the technical aspects of the Tender.
REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
The Commercial Package shall contain [one original and two copies of] all documentation relating to the commercial aspects of the Tender including, but not be limited to pricing, payment terms, guarantees, exceptions to CONTRACTOR’s General Terms and Conditions, delivery, validity and all other information relevant to the commercial aspects of the Tender. The Technical and the Commercial Packages shall be submitted simultaneously unless otherwise instructed in writing by the CONTRACTOR. Tenders received after the Closing Date and time shall be returned unopened to the Tenderer concerned. Postal delays shall not constitute a claim for recognition of late submission.
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REQUIREMENTS FOR COMPLIANCE
The Tender shall be submitted in strict accordance with the provisions contained herein, the General Terms and Conditions data sheets, drawings, specifications, instructions and all other requirements stipulated hereinafter and attached. The Tenderer is required to review all documents, requirements and instructions with due care, as they are mandatory for final Tender evaluation. Any “exceptions” to the Commercial part and “deviations” to the Technical part must be clearly defined and set forth in the Tender separately and shall be in the form of attachment(s) either to the Commercial Package or the Technical Package as appropriate. The Tenderer shall not communicate with the CONTRACTOR after the submission of the Tender. All information issued by the CONTRACTOR shall be circulated to all Tenderers.
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ALTERNATIVE PROPOSALS
The Tenderer must complete and submit his Tender strictly in accordance with the Invitation to Tender. Should the Tenderer quote for alternative proposals the base price should be provided with alternatives as option. The Tender in accordance with the requirement of the Invitation to Tender shall be referenced as the “Main Offer”, and any subsequent offers thereto shall be referred to as “Alternative Offer(s)”.
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OTHER PROVISIONS
Tender documentation which is not prepared and submitted in accordance with all the requirements set forth in the Request For Quotation may be rejected outright by CONTRACTOR. After review, the CONTRACTOR may require clarifications and/or discussions with the Tenderer prior to the final selection. The Tenderer hereby confirms that, if invited, he shall provide the requested clarifications at no cost to the CONTRACTOR. Should the CONTRACTOR deem necessary to have physical inspection of equipment and/or materials to be used for the [WORK/SERVICE], and notify the Tenderer on such a necessity, the Tenderer shall arrange for the requested inspection within reasonable time at no cost to the CONTRACTOR.
[In case the project is subject to the Italian law n. 136 of 2010 referred to the financial flow traceability]
Both CONTRACTOR and Tenderer, as potential SUB-CONTRACTOR, shall commit to the financial flow traceability obligations required by art. 3 of Italian Law no. 136 of 2010. In particular the payment shall be made into a dedicated bank account. In case of non-compliance with the above, the Contract will be terminated. In relation to any transaction, each bank transfer shall refer to the Tender Identification Code (Codice Identificativo Gara-CIG) and to Project Identification Code (Codice Unico di Progetto – CUP), if applicable. To this end the Tenderer, in case of award of the Contract, commit to send to CONTRACTOR, by means of an appropriate declaration, the identification details of the dedicated bank account, personal details and fiscal codes, if applicable, of the persons empowered to operate on it. The declaration shall be drawn up as per “FORM-COR-PROC-040-E”. Any change to any details of the previously communicated dedicated bank account shall be immediately notified to the CONTRACTOR. In addition, the Tenderer shall declare, as per the “FORM-COR-PROC-041-E”, to comply with the obligations of the aforesaid Italian Law in each contract signed between them and any of their Sub-Contractors or Sub- Suppliers.
REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
9
COMPLETENESS OF TENDER DOCUMENTS
The Tenderer shall satisfy himself that his set of Tender Documents is complete. If the Tenderer finds any discrepancies or ambiguities in the Request for Quotation he shall inform the CONTRACTOR requesting clarification in writing. Any clarification from the CONTRACTOR shall be advised by written reply which, when issued, shall become a part of these documents as addenda thereof. The CONTRACTOR shall not be responsible for any interpretations made by the Tenderer as a result of information received by any means other than the Request For Quotation. No liability whatsoever shall be accepted by the CONTRACTOR in respect of errors in the Tender due to any such discrepancy.
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SIGNING OF THE QUOTATION
If the Tenderer is a company, then the Tender shall be signed by a person(s) in charge duly authorised by resolution of the Board of Directors and/or power of attorney prior to the submission of the Tender. A duly certified copy of such resolution and/or power of attorney shall be submitted together with the Tender. Should a Joint Venture, Consortium or other unincorporated grouping of two or more persons and/or companies submit the Tender, The Tender shall be accompanied with the following:
The original or a certified copy of the original document under which such Joint Venture, Consortium or unincorporated grouping was entered into. This document must define precisely, inter alia, the legal status of the contracting body, equity status and liability sharing agreements of the partners and the conditions under which the Joint Venture, or the Consortium or the unincorporated grouping shall function, its period of duration and the participation, interest/scope of work of the several partners; and A document certifying the signatory authority of the signer. This document shall be signed by or on behalf of each partner.
Failure to sign the Tender as aforementioned may invalidate it.
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TENDER EVALUATION
In accordance with CONTRACTOR’s policies and guidelines, all qualified Tenderers are entitled to receive equal opportunities to secure business that may result from the Invitation to Tender. The CONTRACTOR reserves the right to adjust clerical errors in the Tender. The Tender shall not be opened in public and price(s) shall not be disclosed. The CONTRACTOR reserves the right to accept any Tender other than the lowest, in whole or in part, or to reject all Tenders with or without notice of reasons, and if no Tender is accepted, to abandon the enquiry or to have the Contract fulfilled in such other manner as the CONTRACTOR may elect. The CONTRACTOR reserves the right to place any portion of the Contract with any Tenderer, at its sole discretion. The Tenderer is to indicate clearly how such variations (if any) in the Scope of [WORK/SERVICE] may affect their quoted rate(s) and price(s).
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CONFIDENTIALITY AND ETHICAL BUSINESS STANDARD
12.1 CONFIDENTIALITY
The Tenderer undertakes and agrees: a)
to treat all material information related to the Tender as strictly confidential and to take all reasonable and practicable steps to ensure and protect the confidentiality thereof, and not to disclose the existence or content thereof (whether in full or part or in extract or summary form) to any other person, except to the CONTRACTOR;
b) not to exploit any material information submitted by the CONTRACTOR; c) Not to use any material information or make copies or extracts or summaries thereof for any purpose, except the preparation and submission of the Tender and supporting documents in connection with the
REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
Tender and any necessary correspondence, discussions or negotiations with the CONTRACTOR during the term of the Tender.
12.2 PERSONAL DATA PROTECTION
The Tenderer is fully informed and agree that, should they exchange with the CONTRACTOR documents and information regarding personal data, they shall comply with the applicable law.
12.3 ETHICAL BUSINESS STANDARDS
12.3.1 ADMINISTRATIVE RESPONSIBILITY
The Tenderer declares to have received and have knowledge of the contents of the Organization, Management and Control Model, including Saipem’s Code of Ethics, drafted by the CONTRACTOR in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees and/or agents. With reference to the performance of the activities to be performed under the Contract, the Tenderer commits to give and implement instructions to their directors, employees and/or agents, aimed at preventing the commission or the attempt of any offence under the “1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention”), the United Nations Convention against Corruption, and any applicable anti- corruption laws (for instance, the Italian Legislative Decree No. 231 of 8 June 2001, the U.S. Foreign Corrupt Practices Act or any other anti-bribery laws, as the case may be). Furthermore the Tenderer undertakes vis- à-vis the CONTRACTOR to continue effectively implementing such instructions for the entire duration of the Contract.
With respect to the performance of the activities to be performed under the Contract, the Tenderer undertakes vis-à-vis the CONTRACTOR to strictly abide by the principles of the Saipem Code of Ethics, and to respect Human Rights in accordance with Saipem Sustainability Policy, available on the website www.saipem.com
The PARTIES agree that any non-compliance, even partial, with the abovementioned declarations and undertakings, reasonably resulting in adverse consequences for the CONTRACTOR, will be considered a material default under the Contract and, as a consequence, will entitle the CONTRACTOR to unilaterally withdraw, even during its performance, or to terminate the Contract, by delivering notice mail which shall include a brief summary of the circumstances or of the legal proceedings demonstrating such non- compliance.
In the event of information that could reasonably imply such non-compliance, while awaiting verification or decision, the CONTRACTOR will have the right to suspend the performance of the Contract by delivering notice via written mail which shall include a brief summary of the relevant information. Should the information be obtained from the press, the CONTRACTOR shall have the right to exercise such right when the information has been confirmed by an official document of the Judicial Authority, and/or otherwise confirmed by the Judicial Authority.
The exercise of such right will be to the sole detriment of the Tenderer as potential SUB-CONTRACTOR which shall bear, in all cases, all additional expenses and costs, and shall hold the CONTRACTOR harmless from any third party action arising from or consequential to such non-compliance.
12.3.2 ANTI-CORRUPTION
The Tenderer, as potential SUB-CONTRACTOR, acknowledges and represents that :
a)
the prices to be paid by the CONTRACTOR in accordance with the provision of the Contract is due for the performance of the [WORK/SERVICE] and that this amount shall not be directly or indirectly transferred neither to any public officer nor to any members of the CONTRACTOR GROUP;
b) all the member of the SUB-CONTRACTOR are not public officer and that the Tenderer shall prompt
c)
notify to the CONTRACTOR of any change in the aforementioned status; shall promptly notify to the CONTRACTOR any third party request or demand received by the SUB- in connection with the performance of the SERVICE, for any undue financial CONTRACTOR advantages or other advantages of any kind.
REQUEST FOR QUOTATION
Doc. n. RFQ-COR-MATE -001-E
LETTER OF INVITATION TO TENDER ANNEX A – INSTRUCTION TO TENDERERS
Rev. 08
Date 18/10/2012
Page 1 of 6
The CONTRACTOR shall have the right, at any time , to verify SUB-CONTRACTOR compliance with its obligations under this Clause.
12.3.3 SUSTAINABILITY
The Tenderer declares to have received and have knowledge of the contents of the “Saipem Corporate Sustainability Policy” whereby Saipem is committed to act as a sustainable company, and to contribute to long term growth and value creation through the effective involvement of all legitimate stakeholders.
Each PARTY declares that its activities under the Contract shall in no case imply unacceptable risks to people or the environment, and undertakes to manage and mitigate these risks in its every day operational activities. If local requirements and standards do not exist, or are inadequate to manage the above risks, the PARTIES agree to operate in accordance with relevant internationally accepted best practices.
Project: Q-21699 - Saipem COMP2 Folder: RFQ Files