DRAFT SECONDARY CONTRACT

Framework contract No XX/2016/S0X

for the provision of translation services intoXXX

BETWEEN

the European Union, represented by the European Parliament acting on its own behalf and on behalf of the European Court of Auditors, the Committee of the Regions, and the European Economic and Social Committee,

located at Plateau de Kirchberg, L-2929 Luxembourg,

represented, as regards the signing of this contract,

by ...... ,

hereinafter referred to as ‘the Contracting Authority’,

of the one part,

AND

...... domiciled at / the registered office of which is located at[1]

...... ,

represented by ...... …,

acting in his/her capacity as ...... ,

hereinafter referred to as ‘the Contractor’,

of the other part,

hereinafter referred to jointly as ‘the parties’,

HAVE AGREED THE FOLLOWING

Specific Terms and Conditions and General Terms and Conditions

I – speciFIC TERMS AND CONDITIONS

ARTICLE I.1 – SUBJECT OF THE CONTRACT

  1. In accordance with the terms and conditions set out in this contract and in the annexes hereto, which form an integral part thereof, the Contractor undertakes to providetranslation services into XXX from the following languages: XXX, as specified in the Specifications (Annex I to this secondary contract). On the basis of the tender submitted, the Contractor will also undertake to translate from the following optional source languages: XXX, XXX.
  2. The signing of this contract shall not entail any obligation on the Authorising Authorities to place orders. This contract shall be applied by means of order forms.

This secondary contract lays down the conditions for placing orders for specific translation assignments in the event of suspension of the main contract orof refusal of an assignment by the main Contractor, or if the main contract has been terminated. Translation assignments shall be executed on the basis of order forms, which shall be governed by the terms and conditions of this secondary contract. Signing of the contract imposes no obligation on the Contracting Authority to purchase. Only implementation of the secondary contract through order forms will be binding on the Contracting Authority.

In the event of termination of the main contract, in accordance with Articles I.12 and II.15 of this contract, the Contracting Authoritywill invite the highest-ranked secondary Contractor to sign a main contract for the remaining part of the contractual period.

By signing the contract the Contractor agrees to maintain the tender, including all its terms and conditions, for the duration of the contractual period (maximum of four years) covered by the call for tenders, the price offer being subject to the same annual price revision as the one used for the main contract, specified in Article 1.5 of this contract.

  1. When an order is placed in accordance with Article I.7 of this contract, the Contractor shall provide the services requested in accordance with the terms and conditions set out in this contract and in the annexes hereto.

ARTICLE I.2–DURATION

  1. This contract shall enter into force on 1 January 2016, or on the date on which it is signed by the Contracting Authority if it falls after 1 January 2016,and shall end on 31 December 2016.
  1. The contract shall be renewed tacitly on an annual basis but its duration may not exceed four years from the date of its entry into force as specified in the preceding paragraph, unless one of the parties objects thereto by registered letter sent at least three months before the expiry of the initial duration or before each annual renewal date. Such renewal shall not entail any modification or deferment of existing obligations.
  1. In no circumstances may order forms and specific contracts be signed before the date on which this contract enters into force. In no circumstances may provision of the services begin before the date on which the order form or specific contract enters into force.
  1. The order forms must be signed by the Authorising Authority before this contract expires. The terms of this contract shall continue to apply to these order forms and to specific contracts after it expires.

ARTICLE I.3 – REPORTS AND DOCUMENTS

Not applicable

ARTICLE I.4–PRICE AND PAYMENT

  1. The price per page is the following: (enter total price in figures) expressed in euros exclusive of value added tax (VAT). The price shall cover all the costs borne by the Contractor in performance of each order.
  1. Payments under the contract shall be made in accordance with this article, and only if the Contractor has fulfilled all their contractual obligations by the date on which their payment request is dispatched. In no circumstances will new payment requests be considered admissible if requests sent previously by the Contractor were not paid by the Authorising Authorities for reasons of partial or total non-performance, incorrect performance or negligence.
  1. The Contractor must send all payment requests or credit notes relating to the performance of this contract to the relevant Authorising Authority’s service as detailed hereunder:

For the European Parliament:

European Parliament

Official Mail Service

DG TRAD

Authorising officer code 1003

Konrad Adenauer Building, Room 00D001

L-2929 Luxembourg

For the Court of Auditors:

European Court of Auditors

Budget and Accounting Unit

12, rue Alcide de Gasperi

L-1615 Luxembourg

For the Committee of the Regions:

Committee of the Regions

Directorate for Administration

Budget and Finance Unit

Accounting service

Rue Belliard/Belliardstraat101

B-1040 Bruxelles/Brussel

For the European Economic and Social Committee:

European Economic and Social Committee

The Accounting Unit

Rue Belliard/Belliardstraat 99

B-1040 Bruxelles/Brussel

The Contractor shall forward payment requests or credit notes to the Authorising Authorities in envelopes, packages or equivalent items, on which the words ‘payment request’ or ‘credit note’must be clearly visible and identifiable.

Within the text of the payment request or credit note the Contractor shall include contact details corresponding to the relevant department of the Authorising Authority as detailed above.

To be admissible, payment requests must be accompanied by the relevant invoices.

Electronic invoices may be submitted if this is specified in the instructions from the Authorising Authority.

The Authorising Authority shall have 30 calendar days in which to pay the sums due for performance of this contract. Payments shall be deemed to have been made on the date on which the Authorising Authority’saccount is debited.

  1. The Authorising Authority may suspend the payment period at any time following receipt of the payment request by notifying the Contractor that their request cannot be met for one or more of the following reasons:

a) the amounts referred to in the payment request are not due on the date of its receipt;

b) the Contractor has not submitted all the supporting documents required by the law applicable or by this contract, but the Authorising Authority considers that the Contractor can remedy this omission without the payment request being rejected in accordance with paragraph 5;

c) the Authorising Authority deems it necessary to carry out additional checks to verify that the amounts referred to in the payment request are due;

d) the Contractor has not complied with the provisions ofparagraph 5 b) and c).

The Authorising Authority shall notify the Contractor of such a suspension by registered letter with acknowledgement of receipt or by e-mail. Suspension shall take effect on the date indicated in the notification. The payment period shall recommence when the suspension is lifted, which shall take place:

  • in respect of a), on the due date of the payment in question, as confirmed by the Authorising Authority in the notification;
  • in respect of b), with effect from the date on which the Authorising Authority’s Official Mail Service referred to in paragraph 3 receives the supporting documents in question, as described in the notification;
  • in respect of c), upon the expiry of a reasonable period, as determined by the Authorising Authority and communicated to the Contractor in the notification; and
  • in respect of d), on the date on which the Authorising Authority is able to identify the information omitted by the Contractor and registers the payment request; the Contractor shall be informed of that date in the notification.
  1. Payment requests may be rejected by the Authorising Authority by registered letter to the contractor, with acknowledgement of receipt, for the following reasons:

a) the payment referred to in the request is not due;

b) the payment request is erroneous and must be rectified by means of a credit note; or

c) the payment request or the invoice is not accompanied by all the essential supporting documents and information required by this contract or by the law applicable, or the payment request has been drawn up with disregard for the tax rules applicable.

  1. In the event of late payment, the Contractor shall be entitled to receive interest on arrears. The interest shall be calculated in accordance with the rate applied most recently by the European Central Bank to its main refinancing operations (‘the reference rate’) plus eight percentage points. The reference rate in force on the first day of the month in which the payment is due shall apply. That rate is published in the C series of the Official Journal of the European Union. The interest shall apply to the period elapsed between the calendar day following the payment deadline and the date of payment.

Where interest on arrears is equal to or less than EUR200, it shall be paid to the Contractor only on presentation by the Contractor of a request no later than two months after the date of receipt of payment.

  1. Payments shall be made by transfer to the Contractor’s bank account denominated in euros, for which the Contractor shall provide details using the ‘Financial identification form’ provided by the Contracting Authority or, in exceptional circumstances, an equivalent document accepted by the Contracting Authority. Any change to the bank details shall require a new form to be duly completed and submitted.
  1. Rates of remuneration

a)for assignments carried out under this contract, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of source text multiplied by the price per standard page specified in Article I.4.1 of this contract, the number of standard pages being determined by the Authorising Authority as specified in point 16.6 of the Specifications. For assignments from the European Parliament, the number of standard pages will always be determined on the basis of the source language(s) of the text sent for translation, whether or not the source language(s) is/are covered by the present contract, and regardless of whether the Contractor works on the basis of a relay;

b)for assignments from the European Parliament which have been pre-treated using CATtools, as detailed in point 16 of the Specifications,the number of standard pages shall be determined on the basis of the source language(s) of the text sent for translation.For assignmentswhich have been pre-treated using CAT software, the number of standard pages of source text shall be reduced in proportion to the text wholly or partially pre-treated as follows:

  • 100% match – the Authorising Authority shall pay a sum equal to the number of standard pages of source text multiplied by 20% of the price per standard page;
  • 82-99% match – the Authorising Authority shall pay a sum equal to the number of standard pages of source text multiplied by 50% of the price per standard page;
  • less than 82% match – the Authorising Authority shall pay a sum equal to the number of standard pages of source text multiplied by 100% of the price per standard page,

as specifiedin point 16.6 of the Specifications;

c)for revision and/or editing assignments, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of source text multiplied by 50% of the price per standard page specified in Article I.4.1 of this contract, the number of standard pages being determined by the Authorising Authority as defined in paragraph 8.a) of this Article;

d)for modification assignments, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of new source text multiplied by the price per standard pagespecified in Article I.4.1 of this contract., the number of standard pages being determined by the Authorising Authority as defined in paragraph 8.a) of this Article;

e)where a text delivered in electronic file format includes graphics (e.g. tables, graphs, diagrams or maps) containing written material to be translated, only the number of characters to be translated shall be counted; for assignments from the European Parliament, the price per standard page will be based on the source language(s) whether or not the source language is covered by the present contract, and regardless of whether the Contractor works on the basis of a relay;

f) the price per standard page specified in Article I.4.1 of this contract shall be fixed and not revisable during the first year of the contract. It shall cover all expenses incurred by the Contractor in the performance of this contract, including, but not limited to, the cost of incorporating correctionsrequired by the Authorising Authority.

ARTICLE I.5 – PRICE REVISION

  1. With effect from the second year of the contract, the price may be revised upwards or downwards each year on 1 January at the request of one of the contracting parties, sent by registered letter to the other contracting party no later than three months before 1 January.
  1. Price revision shall be carried out on the basis of changes in the‘MUICP (euro area)harmonised index of consumer prices published every month by the Statistical Office of the European Union.
  1. Such revision shall be based on the following formula:

Pr = Pi x [0.20 + (0.80 x Ir/Io)]

Pr:revised price to be calculated;

Pi:price specified when the contract entered into force or price resulting from the last revision if the price has already been revised;

Ir: index for the fourth month preceding the monthin which the price revision will be applied;

Io:index for the fourth month/other period preceding the month in which the contract entered into forceor for the fourth month/other period before the last price revision entered into force if the price has already been revised;

0.80:percentage representing the part of the price open to revision (0.20 + 0.80 = 1)

The revised price will be rounded down or up to the second decimal place as follows:

  • If the digit of the third decimal is 4, 3, 2, or 1, all digits to the right of the second decimal will be dropped;
  • If the digit of the third decimal is 5, 6, 7, 8, or 9, one digit will be added to the second decimal and all digits to the right of the second decimal will be dropped.

ARTICLE I.6–FINANCIAL GUARANTEES

Not applicable

ARTICLE I.7–PERFORMANCE OF THE CONTRACT

Whenever the Authorising Authority wishes to purchase the services indicated in Article I.1, the relevant department shall send the Contractor an order specifying the terms and conditions governing the service operation, including a detailed description thereof, the price and the time limits for performance.

ARTICLE I.8–EVALUATION OF THE CONDITIONS ORIGINALLY LAID DOWN IN THE CONTRACT

Not applicable

ARTICLE I.9 – ACCEPTANCE PROCEDURES

Not applicable

ARTICLE I.10 – WARRANTY

Not applicable

ARTICLEI.11–DELAY, MANIFEST NEGLIGENCE, NON-PERFORMANCE, NON-CONFORMITY AND INCORRECT PERFORMANCE

  1. In the event of delay, negligent performance, complete or partial non-performance, nonconformity with the contractual requirements or incorrect performance of this contract or the order forms or specific contracts, the Contracting Authority may, by way of sufficient reparation for the loss sustained, deduct damages in the relevant amount from the remaining amount payable to the Contractor, supplemented, if applicable, with late-performance interest and the costs that the Contracting Authority has borne in connection with that loss. If the amounts deducted prove insufficient to compensate adequately for the loss sustained, the Contracting Authority may take any other action in addition to making that deduction. Without prejudice to any proceedings initiated by the Contractor, the Contracting Authority shall determine the amount of damages, late-performance interest and costs with a view to the deduction thereof and/or subsequent claims following notification to the Contractor by registered letter with acknowledgement of receipt of the failure to comply with the contract.
  1. Without prejudice to paragraph 1, the Contracting Authority may apply a penalty of up to 10% of the total value of the assignment. In the event of repetition during the period of validity of the contract, this penalty may be increased up to a limit of 20%. The penalty can be applied in one or more of the following cases, and may be cumulated:

-failure to meet the deadline, if the Contractor fails to perform the tasks assigned to them within the deadline set by the Authorising Authorities,

-unsatisfactory quality of the translation, if the quality assessment, the summary of which is provided by the Authorising Authorities in the standard quality assessment form in Annex X of the Specifications, establishes that the assignment outcome is of unsatisfactory quality,

-unsatisfactory technical quality, if the technical verification, the summary of which is provided by the Authorising Authorities in the standard technical verification form in Annex XI of the Specifications, establishes that the assignment outcome is of unsatisfactory technical quality, and that this is not the result of technical shortcomings in the original document and/or the project/package provided.

Such penalties may be deducted from amounts remaining due for payment.

  1. Should the Authorising Authority responsible be unable to accept the services for reasons attributable to the Contractor, or in the event of partial acceptance, paragraphs 1 and 2 shall also apply in respect of the services which have not been accepted.
  1. In the circumstances referred to in paragraph 1 and without prejudice to any administrative and financial penalties imposed by the Contracting Authority in accordance with Article II.17 of the General Terms and Conditions, the Contracting Authority may, if notice has been served on the Contractor by registered letter with acknowledgement of receipt, and no action, or inadequate action, has been taken in response within 15 calendar days of its dispatch, terminate the contract with immediate effect by notification by registered letter with acknowledgement of receipt, without compensating the Contractor. It may also require performance by substitution under the terms provided for in Article II.15 of the General Terms and Conditions.

ARTICLE I.12–SECONDARY CONTRACTS