PURCHASE AND SUPPLIER

for

Supplier of services

By and between

1) The ---, hereinafter referred to as ‘---” or “Purchaser”, with registered office at ---, Director
of Operations.
And

2) --- hereinafter also referred to as “---” or “Supplier”, registered at ---, validly represented
herein by ---.

Hereinafter each referred to as “Party” or together referred to as "the Parties",

Have agreed to the special conditions, the general conditions and the following annexes.

DEFINITIONS
 Purchaser: the agency that is permitted to purchase under a call off contract, awarded through
the Framework Agreement.
 Purchase: a request by purchaser to supplier requesting services as specified, usually by
electronic mail.
 Supplier: the firm, company or business that has been awarded a Framework Agreement to
supply to a Purchaser, as and when required, under a call-off contract.

SPECIAL CONDITIONS

1. CONSIDERATIONS, PURPOSE AND SCOPE OF THE FRAMEWORK AGREEMENT

1.1 ---, the Purchaser, is a Dutch foundation affiliated with ---. Its vision is to create a better
world for children worldwide through fundraising, education and advocacy;
1.2 ---, the Supplier, provides sworn translations in several languages and is based in ---.
1.3 The main purpose of this Framework Agreement is to establish a multi-annual framework
for the purchase of translation services that are required to achieve the results that --- set
out to achieve for children and adolescents on Sint Maarten.
1.4 Signature of the Framework Agreement does not guarantee any actual purchase.

2. ENTRY INTO FORCE AND TERMINATION

2.1 This Agreement shall enter into force following its signature by the Parties and it will end
without further notice at as per --- with the option to extend for a maximum of --- years.
2.2 Either party may terminate the Framework Agreement by sending formal notification to the
other party with one month written notice. If the Framework Agreement or a specific
 contract is terminated: (a) neither party is entitled to compensation; (b) the Purchaser is
entitled to payment only for the services provided before termination takes effect.

3. PURCHASE OF SERVICES
3.1 The Purchaser requests to the Supplier by electronic mail the purchase of services as per the
agreed list of items and prices in Annex 1. The request shall specify which items are
requested, the quantity of items requested and the timeline for the delivery and/ or
implementation.
3.2 The Supplier shall respond in writing within 2 working days on whether the request can be
met.

4. PRICES
4.1 The prices of items are based on the prices quoted on ---; the Supplier is entitled to correct
the prices for inflation on an annual basis: as per --- each year the Consumer Price Index
percentage as provided by --- will be taken as basis for the correction.

5. PAYMENT ARRANGEMENTS
5.1. The Supplier must send an invoice for payment of the products and services. This can be
done either per order or per month, whichever is more convenient.
5.2. The Supplier shall use a reference code on each invoice. The code has the following
structure: ----. The Purchaser will provide per purchase the last four digits of the code.
5.3. The Purchaser must pay an invoice within 30 days of receiving the invoice.
5.4. Payments must be made to the Supplier’s bank account denominated in ---, identified as
follows:

 Name Details        
Name of Creditor      
Street address  +  nr     
Postcode + Place     
Country     
Bank Details         
Name account holder             
Name of Bank     
Address of Bank     
Postcode + Place of Bank    
SWIFTCODE / BIC CODE     
IBAN number     
Account number      

6. ROLES AND RESPONSIBILITIES

6.1 Both --- and ---provide a focal point for day to day working relations.
6.2 Each Party shall use all reasonable and necessary efforts and resources to perform on time
the tasks and requirements assigned to it and to make available rights and information on
 time to the other Party provided the Party is legally entitled to make such rights and
information available to the other Parties;
6.3 Each Party shall act at all times in good faith and in a manner that reflects the good name,
goodwill and reputation of the other Party in accordance with good business ethics.
6.4 Each Party shall notify the other Party of any delay in performance or of any event that may
impact the progress of the agreed products and / or services.
6.5 Each Party shall ensure the accuracy of any information or materials it supplies to the other
Party and to promptly correct any error therein of which it is notified. The recipient Party
shall be responsible for the use to which it puts such information and materials;

GENERAL CONDITIONS

7. CONFIDENTIALITY
7.1 The Parties hereby agree that they will not disclose any recognizably confidential operational
and business information that the respective other Party has become aware of during the
Project to any third party; this obligation shall also continue to apply beyond the term of this
Agreement;
7.2 This obligation (pursuant to Article 7.1) shall not apply to information that - is common
knowledge through publicly available materials, in print or online, - becomes common
knowledge through no fault of the receiving Party, - was demonstrably known to the
receiving Party before the date on which it was provided, - was generated by the receiving
Party independently of such provision, - was provided to the receiving Party by a third party
without any obligation to confidentiality.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Supplier will not obtain any intellectual property rights on documentation provided by
Purchaser to Supplier;
8.2 Purchaser will obtain all rights on the translated versions of documents Purchaser provided
to Supplier.
9. INTEGRITY AND BEHAVIOUR 
9.1 By signing this contract the Supplier declares to agree with the Code of Conduct of 
--- of ---. 
9.2 The Supplier shall not, at any time during the term of this agreement, engage in any conduct
which would or might bring discredit or cause embarrassment to ---. 

10. FORCE MAJEURE

10.1 Force Majeure shall mean any act, event or condition beyond the reasonable control of a
Party that was not reasonably foreseeable at the time of execution of this Agreement and is
not avoidable under normal circumstances, including but not limited to war, riots, acts of
Government or any state or political subdivision thereof, fires, floods, explosions of other
catastrophes, labour disturbances, freight embargoes or material shortages;
10.2 No Party shall be liable for any failure to perform or any delay in performing any of its
obligations under this Agreement if such failure or delay arises out of Force Majeure. The
Party facing an event of Force Majeure shall promptly notify the other Parties and shall use
 its reasonable endeavours to remedy any default or delay occasioned thereby forthwith
upon such event ceasing to apply;
10.3 In case of frustration of this Agreement or if the fulfilment of substantial provisions of this
Agreement is affected by Force Majeure, the Parties shall endeavour to adapt the
Agreement to the new situation.

11. FINAL PROVISIONS

11.1 If any individual provision of this Agreement is held to be or becomes ineffective, the validity
of the remaining provisions shall not be affected. In such a case, the Parties shall endeavour
to agree on a supplementary clause to this Agreement in the spirit of the initially intended
purpose by mutual consent;
11.2 No variations to this Agreement shall be effective unless put in writing and signed by or on
behalf of both Parties, in a form which expressly states that it is a variation of this contract
pursuant to this clause.
11.3 Any amendments or supplements to this Agreement must be made in writing;
11.4 In case of dispute or difference between the two Parties arising out of or in connection with
this agreement, the Parties shall first endeavour to settle it amicably;
11.5 All disputes or differences arising in connection with this agreement, which cannot be
settled as provided for in the preceding Article 11.3, shall be finally settled by the competent
court in ---. The applicable law shall be the --- law.

Signed and agreed by:

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