ARCHIVED General Conditions - Supply Arrangement - Goods or Services

Legal text for SACC item

Public Works and Government Services Canada

01     Interpretation
02     Standard Conditions and Clauses
03     Bid Solicitations and Resulting Contracts
04     Supply Arrangement Period
05     Modifications
06     Confirmation of Qualification
07     On-going Opportunity For Qualification
08     Withdrawal by Supplier
09     Suspension or Cancellation of Qualification by Canada
10     Termination of Contracts made under the Supply Arrangement
11     Joint Venture
12     Publication of Supply Arrangement Information
13     Application of Trade Agreements
14     Costs


2020   01     (2008-05-12)   Interpretation

"Canada", "Crown", "Her Majesty" or "the Government" means Her Majesty the 
Queen in right of Canada as represented by the Minister of Public Works and 
Government Services and any other person duly authorized to act on behalf 
of that Minister;

"Supplier" means the person or entity whose name appears on the Supply 
Arrangement and who has become a pre-qualified supplier and been issued a 
Supply Arrangement;

"Supply Arrangement" means the written arrangement between Canada and the 
Supplier, these general conditions, any referenced conditions and clauses, 
and any other document specified or referred to as forming part of the 
Supply Arrangement;

"Supply Arrangement Authority" means the person designated as such in the 
Supply Arrangement, or by notice to the Supplier, to act as the 
representative of Canada in the management of the Supply Arrangement.

2020   02     (2008-05-12)  Standard Conditions and Clauses

Pursuant to the Department of Public Works and Government Services Act, S.C. 
1996, c. 16, the clauses and conditions identified in the Supply 
Arrangement by title, number and date are incorporated by reference into 
the Supply Arrangement and form part of any contract resulting from the 
Supply Arrangement as though expressly set out in the Supply Arrangement 
and resulting contract.

2020   03     (2008-05-12)  Bid Solicitations and Resulting Contracts

The Supplier understands that the Supply Arrangement allows departments and 
agencies to award sole source contracts to pre-qualified suppliers under 
certain conditions and to solicit bids from a pool of pre-qualified 
suppliers based on their respective scope of work for requirements that are 
within the scope of the Supply Arrangement. Only suppliers who are 
pre-qualified and have been issued a supply arrangement at the time a bid 
solicitation is issued are eligible to bid. If the Supply Arrangement 
includes ceiling prices or rates, suppliers will be allowed to lower their 
prices or rates based on the actual requirement or statement of work 
described in the bid solicitation. For competitive requirements, bid 
solicitations will be issued in accordance with the process established in 
the Supply Arrangement. Bids will be evaluated and contracts will be 
awarded in accordance with the process described in each bid solicitation. 
Each contract awarded will be considered to be a separate binding contract 
established between the contracting department or agency and the Supplier. 

The Supplier understands and agrees that:

(a)    issuance of a supply arrangement to the Supplier does not oblige 
       Canada to authorize or order all or any of the goods or services 
       described in the Supply Arrangement or to spend any monies 
       whatsoever;

(b)    a contract will exist only if there is an authorized contract 
       awarded under the Supply Arrangement and only for those goods, 
       services, or both which are described in the contract;

(c)    Canada's liability is limited to that which arises from contracts 
       established under the Supply Arrangement;

(d)    Canada has the right to procure the goods and services specified in 
       the Supply Arrangement by means of any other contract, standing 
       offer or contracting method;

(e)    the Supply Arrangement cannot be assigned or transferred in whole or 
       in part.

2020   04     (2008-05-12)   Supply Arrangement Period

The Supply Arrangement may be issued for a specific period as set out in 
the Supply Arrangement or until such time as Canada no longer considers it 
to be advantageous to use the Supply Arrangement to award contracts under 
the Supply Arrangement framework. 

2020   05     (2008-05-12)   Modifications

1.     From time to time, Canada may modify the conditions of the Supply 
       Arrangement. Canada will advise suppliers by publishing any 
       modification to the Supply Arrangement on the Government Electronic 
       Tendering Service (GETS). Canada will provide suppliers with an 
       opportunity to either withdraw or confirm their consent to the 
       modification. The Supplier may withdraw if it no longer wishes to be 
       considered for future contracts as a result of the modification. If 
       the Supplier does not withdraw, the Supplier must confirm its 
       consent to the modification and confirm that it meets any 
       qualification requirement that may be affected by the modification. 
       The Supplier must provide any information or evidence the Supply 
       Arrangement Authority may require to verify that the Supplier 
       continues to be a qualified supplier.

2.     Canada may also, from time to time, update the conditions of the 
       model bid solicitation and model contract included in the Supply 
       Arrangement. Canada will then publish the updates no less than ten 
       (10) working days before including them in any individual bid 
       solicitation. Canada may also modify the requirement described in 
       the Supply Arrangement or, if the Supply Arrangement includes 
       categories, modify the requirements associated with categories. If 
       Canada adds a new category, the Supplier may submit an application 
       to qualify for that category. Upon successful qualification, that 
       category will simply be added to the Supplier existing Supply 
       Arrangement. In the event of a modification to the requirement, the 
       Supplier may either be required to qualify in respect to the 
       modification only or to submit another supply arrangement, depending 
       on the extent of the modification.

3. Modifications will not affect contracts that are already in place before 
the date of the modification. 

2020   06     (2008-05-12)   Confirmation of Qualification

1.     The Supplier must continue to meet all the qualification 
       requirements related to the Supply Arrangement during the entire 
       period of the Supply Arrangement. Any certification provided by the 
       Supplier must be true on the date of the Supply Arrangement and 
       remain true throughout the period of the Supply Arrangement. The 
       Supplier must immediately notify the Supply Arrangement Authority if 
       it no longer meets any of the qualification requirements of the 
       Supply Arrangement. 

2.     The Supply Arrangement Authority may require the Supplier to confirm 
       its qualification at any time and provide evidence to support its 
       confirmation. If the Supplier no longer meets any of the 
       requirements for qualification, Canada may, at its option:

       (a)    suspend the Supply Arrangement in its entirety until the 
              Supplier has demonstrated, to the satisfaction of Canada, 
              that it meets the requirements in respect of which it has 
              been found deficient. During this time, the Supplier will not 
              be eligible to bid on bid solicitations issued under the 
              Supply Arrangement;

       (b)    suspend the Supplier's qualification under specific 
              categories of the Supply Arrangement until the Supply has 
              demonstrated, to the satisfaction of Canada, that it meets 
              the requirements in respect of which it has been found 
              deficient. During this time, the Supplier will not be 
              eligible to bid on bid solicitations issued under Supply 
              Arrangement for those categories;

       (c)    cancel the Supply Arrangement in its entirety or the 
              Supplier's qualification for specific categories, in which 
              case, the Supplier will not be allowed to submit a new 
              arrangement for a period of six (6) months following the 
              cancellation.
 
2020   07     (2008-05-12)    On-going Opportunity For Qualification

The Supplier understands that either through a permanent notice posted on 
the GETS for the duration of the Supply Arrangement or at specific times 
set out in the Supply Arrangement, new suppliers may submit supply 
arrangements to pre-qualify and be added to the list of suppliers 
pre-qualified to provide the goods and services described in the Supply 
Arrangement. This process will also permit pre-qualified suppliers to 
qualify for requirements for which they are not already qualified. The 
Supplier acknowledges that Canada may issue an unlimited number of supply 
arrangements and may continue to issue supply arrangements to pre-qualified 
suppliers throughout the Supply Arrangement period.

2020   08     (2008-05-12)   Withdrawal by Supplier

If the Supplier wishes to withdraw from the Supply Arrangement in its 
entirety or from any specific category, the Supplier must advise Canada by 
providing no less than thirty (30) days written notice to the Supply 
Arrangement Authority, unless specified otherwise in the Supply Arrangement.

Upon receipt of the notice, the Supply Arrangement Authority will remove 
the Supplier from the list of pre-qualified suppliers and the Supplier will 
not be eligible to bid on bid solicitations issued under the Supply 
Arrangement anymore. The Supplier will be required to qualify again to 
become a pre-qualified supplier.

The Supplier acknowledges that its withdrawal will not affect any contract 
entered into before the receipt by the Supply Arrangement Authority of the 
notice. Canada may at its discretion advise the Supplier that the Supplier 
will not be allowed to submit a new supply arrangement to re-qualify for a 
period of time as determined by Canada.

2020   09     (2008-05-12)   Suspension or Cancellation of Qualification by 
Canada

1.     Canada may, by sending written notice to the Supplier, suspend or 
       cancel the Supply Arrangement under any of the following 
       circumstances:

       (a)    the Supplier no longer meets any of the required 
              qualifications of the Supply Arrangement as provided in 
              section 6;

       (b)    the Supplier is in default in carrying out any of its 
              obligations under any resulting contract and Canada has 
              exercised its contractual right to terminate the contract for 
              default;

       (c)    Canada has imposed measures on the Supplier under the Vendor 
              Performance Policy (or such similar policy that may be in 
              place from time to time).

2.     Suspension or cancellation of the Supply Arrangement will not affect 
       the right of Canada to pursue other remedies or measures that may be 
       available. It will not, on its own, affect any contract entered into 
       before the issuance of the notice. The Supply Arrangement Authority 
       will however remove the Supplier from the list of pre-qualified 
       suppliers and the Supplier will not be eligible to bid on bid 
       solicitations issued under the Supply Arrangement. The Supplier will 
       not be allowed to submit another supply arrangement for a period to 
       be determined by Canada.

2020   10     (2008-05-12)   Termination of Contracts made under the Supply 
Arrangement

If a contract made under the Supply Arrangement is terminated for default 
or otherwise, such termination does not terminate the Supply Arrangement. 
The Supplier acknowledges, however, that a default under any contract made 
under the Supply Arrangement may result in the suspension or cancellation 
of the Supply Arrangement.

2020   11     (2008-05-12)   Joint Venture
 
If the Supplier is a joint venture, the Supplier agrees that all members of 
the joint venture are jointly and severally or solidarily liable for the 
performance of any contract awarded under the Supply Arrangement. If the 
membership of a joint venture changes, the Supply Arrangement will be 
cancelled and members who wish to qualify separately or as part of a 
different joint venture must submit a new supply arrangement by following 
the qualification process established by Canada.

2020   12     (2008-05-12)   Publication of Supply Arrangement Information

1.     The Supplier agrees that Canada may publish certain information 
       related to the Supply Arrangement or a supply arrangement catalogue. 
       The Supplier agrees to the disclosure of the following information 
       included in the Supply Arrangement:

       (a)    the conditions of the Supply Arrangement;

       (b)    the Supplier's procurement business number, its name, the 
              name, address, telephone number, fax number and e-mail 
              address of its representative;

       (c)    the Supplier's profile and its level of security clearance;

       (d)    the Supplier's qualified domains of expertise or the 
              categories for which the Supplier has qualified.

2.     Canada will not be liable for any errors, inconsistencies or 
       omissions in any published information. If the Supplier identifies 
       any error, inconsistency or omission, the Supplier agrees to notify 
       the Supply Arrangement Authority immediately.

2020   13     (2008-05-12)  Application of Trade Agreements

The qualification process established by Canada for the issuance of the 
Supply Arrangement was subject to the World Trade Organization Agreement on 
Government Procurement, the North American Free Trade Agreement, and the 
Agreement on Internal Trade. The Supplier understands however that not all 
three agreements will necessarily apply to individual bid solicitations 
under the Supply Arrangement. The trade agreements applicable to individual 
bid solicitations will be identified on a case-by-case basis.

2020   14     (2008-05-12)   Costs

The Supplier will not be reimbursed for any costs incurred before the award 
of a contract and no costs incurred before the award of a contract can be 
charged to the Supply Arrangement or any contract entered into under the 
Supply Arrangement.