Supply of Rice to the Correctional Services …...Tender Ref.: CSU 306/2020 (MR) Page 1 Supply of Rice to the Correctional Services Department Part 1 – Interpretation 1. In these

Tender Ref.: CSU 306/2020 (MR) Page 1

Supply of Rice to the Correctional Services Department

Part 1 – Interpretation 1. In these Tender Documents, the following words and expressions have the meaning hereby

assigned to them except where the context otherwise requires:

“Commencement Date” has the meaning given to it in Clause 1 of the Conditions of

Contract;

“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time, and, where the context so requires, the repealed Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

“Confidential Information” means any information including, without limitation, all Materials, data and information concerning CSD, business, accounts, finance, products, detainees at CSD, or contractual arrangements or other dealings, transactions or affairs of the Government which is classified or considered by the Government as secret, confidential or commercially sensitive or records of personal particulars and any other information and data which is by its nature confidential and which is accessible or obtainable or provided to or obtained by the Contractor or its staff, agents or sub-contractors (or the staff or agents of the sub-contractors) in the supply of the Goods;

“Contingency Plan” refers to the contingency plan submitted by the Contractor and accepted by the Government in accordance with Clause 20 of the Conditions of Contract;

“Contract” means the contract made between the Government and the Contractor for the supply of the Goods on the terms and conditions set out in the Tender Documents and the tender submitted by the Contractor for the Contract including the Schedules, if and to the extent accepted by the Government, and subject to such variation as the Government may stipulate in exercise of its powers under the Tender Documents, or as the parties may agree;

“Contract Deposit” means the deposit as more particularly described in Paragraph 15 of the Terms of Tender and Clause 15 of the Conditions of Contract;

“Contract Manager” means the Contract Manager appointed by the Contractor pursuant to Clause 23 of the Conditions of Contract;

“Contract Period” means the period specified in Clause 1 of the Conditions of Contract, subject to such sooner termination or any extension thereto as provided for in the Contract;


“Contract Sample” has the meaning given to it in Paragraph 9(de)(viii) of the Terms of Tender;

“Contractor” means the Tenderer whose tender is accepted by the Government and includes the Contractor’s personal representatives, successors and permitted assignees;

“Controlling Officer”

means the head of a Penal Institution;

“Correctional Services Department” or “CSD”

means the Correctional Services Department of the Government;

“Department of Health” means the Department of Health of the Government; “Electronic Tendering”

means the making and submission of a tender through the e-Tender Box;

“e-Tender Box” means the electronic tendering system adopted by GLD for Tenderers to prepare and submit tenders electronically;

“Estimated Contract Price” has the meaning assigned to such term in Part 1 of Schedule A (Price Schedule);

“Food and Environmental Hygiene Department” or “FEHD”

means the Food and Environmental Hygiene Department of the Government;

“Force Majeure Event”

means: (a) any supervening outbreak of war affecting Hong Kong

and/or any other parts of the People’s Republic of China, hostilities (whether war be declared or not), invasion, acts of foreign enemies, rebellion, revolution, military or usurped power, overthrow (whether by external or internal means) of the Government and/or the government of the People’s Republic of China, civil war, riot, civil disturbances, fire if not caused or contributed to by the Contractor, its related persons (as defined in Paragraph 33(b) of the Terms of Tender) or any employee or agent or ex-employee or ex-agent thereof, civil commotion and acts of God; or

(b) any supervening catastrophic event which is similar to the

foregoing if not caused or contributed to by the Contractor, its related persons (as defined in Paragraph 33(b) of the Terms of Tender) or any employee or agent or ex-employee or ex-agent thereof; or

(c) any supervening epidemic outbreak in Hong Kong;


and which, in any case of (a), (b) and (c) above, prevents the performance of the duties and obligations of any party hereunder;

“Good Industry Practice” means the standards, practices, methods and procedures conforming to law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances;

“Goods” means the white rice specified in Part 4 - Technical Specifications to be supplied by the Contractor to the Government in accordance with the terms and conditions of the Contract;

“Government” means the Government of Hong Kong;

“Government Logistics Department” or “GLD”

means the Government Logistics Department of the Government;

“Government Representative” means the Director of Government Logistics acting for and on behalf of the Government or any other officer nominated by the Director of Government Logistics from time to time for the purpose of this Contract;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Hygiene Manager” means a member of the Tenderer’s or Contractor’s (as the case may be) management team who (1) possesses at least one of the qualifications recognised by FEHD*; and (2) will be responsible for ensuring that the Goods supplied under the Contract are in compliance with local government health and safety regulations including regulations administered by FEHD and the Department of Health. *Qualifications/courses recognised by FEHD are set out in the following websites: http://www.fehd.gov.hk/english/events/hmhs_scheme/index.htm http://www.fehd.gov.hk/tc_chi/events/hmhs_scheme/index.htm Other equivalent qualifications may be considered subject to CSD’s consideration.

“Importer” means the person referred to in Part 1(c) of Schedule B (Technical Information) who imports the Goods from the place of origin;

http://www.fehd.gov.hk/english/events/hmhs_scheme/index.htm

http://www.fehd.gov.hk/tc_chi/events/hmhs_scheme/index.htm


“Independent Accredited Laboratory”

refers to a laboratory which (i) has been accredited for the respective commodity under

the Hong Kong Laboratory Accreditation Scheme (HOKLAS) operated by Hong Kong Accreditation Service (HKAS) or one of the laboratory accreditation bodies with which HOKLAS has concluded mutual recognition arrangements;

(ii) is not the same legal entity as the Producer or the Importer

or the Tenderer or the Contractor (as the case may be); and (iii) is not an associate or associated person of the Producer or

the Importer or the Tenderer or the Contractor (as the case may be).

The terms “associate” and “associated person” shall have the same meanings as assigned to them in Clause 35(c) of the Conditions of Contract;

“Intellectual Property Rights” means patents, trade marks, service marks, trade names, design rights, copyrights, domain names, database rights, rights in know-how, new inventions, designs, processes, and other intellectual property rights (of whatever nature and wheresoever arising, whether now known or hereafter created) in each case whether registered or unregistered, and include applications for the grant of any such rights;

“Invitation to Tender” means the invitation to tender for the Contract issued by the Government and subject to the terms set out in these Tender Documents;

“Letter of Acceptance” has the meaning assigned to such term in Paragraph 18 of the Terms of Tender;

“Locations” “mandatory features”

means any or all the locations as specified in Schedule D (Delivery Locations) and/or such other locations as may be designated by the Government from time to time; means those features identified as such in the Technical Specifications;

“Marine Department” means the Marine Department of the Government; “Materials” means all the reports, works, drawings, charts, tables, graphs,

pictures, photographs, plans, models, opinion, comments, specifications, formulae, compilation of data or information such as a table of data and information, documents and materials collected, compiled, developed, produced or created by or on behalf of the Contractor, and their directors, officers, employees, agents (whether individually or jointly with the


Government) in relation to and/or in the course of the supply of the Goods or for the purpose of the Contract, which are recorded or stored by whatever means in whatever form or media, all advertising and other publicity materials relating to the Contract, the pre-contractual and contractual documents and all the drafts, uncompleted versions and working papers of any of the above items;

“Monthly Payment” has the meaning given to it in Clause 12 of the Conditions of Contract;

“Order” has the meaning given to it in Clause 4 of the Conditions of Contract;

“Original Tender Closing Date”

means the latest date by which Tenders must be lodged as stipulated in the “Lodging of Tender” section of the Tender Form regardless of whether the date has been extended subsequently;

“Paper-based Tendering” means the making and submission of a tender in paper form in accordance with the Lodging of Tender section of the Tender Form;

“Partnership” means the relation which subsists between persons carrying on a business in common with a view of profit, whether or not the Partnership Ordinance (Chapter 38 of the Laws of Hong Kong) applies to the Partnership;

“Penal Institutions” means penal institutions under the management and control of the CSD within Hong Kong;

“person” includes any individual, firm, company, body corporate and unincorporated (wherever established or incorporated);

“Producer” means the person referred to in Part 1(b) of Schedule B (Technical Information) who produces the Goods;

“Receiving Officer” means the officer in charge of a Penal Institution or establishment to which any of the Goods are to be delivered or such other officer as he may authorise to accept delivery thereof;

“Rejected Goods” have the meaning given to them in Clause 7(a) of the Conditions of Contract;

“Technical Specifications” means the technical specifications as set out in Part 4 of the Tender Documents;

‘Tender” (in upper or lower case)

means a tender submitted by a Tenderer in response to this Invitation to Tender;

“Tender Closing Date” means 6 October 2017 (Hong Kong time) and as the same may


be extended by the Government before 6 October 2017; “Tender Closing Time” means 1200 hours on 6 October 2017 (Hong Kong time) and as

the same may be extended by the Government before 6 October 2017;

“Tender Documents” means the documents as specified in Paragraph 1 of the Terms of Tender;

“Tender Validity Period” has the meaning assigned to such term in Paragraph 11 of the Terms of Tender;

“Tenderer” means a person who or which submits a tender in response to this Invitation to Tender;

“Transport Department” means the Transport Department of the Government; “Unit Price” has the meaning assigned to such term in Paragraph 6(a) of the

Terms of Tender;

“Work Plan” refers to the work plan submitted by the Contractor and accepted by the Government in accordance with Clause 20 of the Conditions of Contract; and

“WTO GPA” means the Agreement on Government Procurement of the World Trade Organization.

2. In these Tender Documents (including the Contract), unless the context otherwise requires, the following rules of interpretation shall apply:

(a) references to statutes or statutory provisions shall be construed as references to those

statutes or statutory provisions as replaced, amended, modified or re-enacted from time to time; and shall include all subordinate legislation made under those statutes;

(b) words importing the singular shall include the plural and vice versa; words importing

a gender shall include all other genders; references to any person shall include any individual, firm, body corporate or unincorporate (wherever established or incorporated);

(c) headings are inserted for ease of reference only and shall not affect the construction of

the Tender Documents or the Contract; (d) references to a document shall:

(i) include all schedules, appendices, annexures and other materials attached to such document; and

(ii) mean the same as from time to time amended or supplemented in accordance

with the terms of the Tender Documents or the Contract;

(e) references to “Tenderer” or “Contractor” shall include its permitted assigns, successors, or any persons deriving title under them;


(f) references to “Government” shall include its assigns, successors in title, and persons

deriving title under them, regardless of whether or not any of these persons are mentioned separately in the relevant provisions;

(g) references to a “Paragraph” in the Terms of Tender are to a paragraph in the Terms of

Tender; references to a Clause, Sub-clause, Section or Paragraph in or a Schedule, Appendix or any other attachment to a document are to a clause, sub-clause, section or paragraph in or a schedule, appendix or attachment to that document;

(h) references to “law” and “regulation” shall include any constitutional provisions,

treaties, conventions, ordinances, subsidiary legislation, orders, rules and regulations having the force of law and rules of civil and common law and equity;

(i) any word or expression to which a specific meaning has been attached in any part of

the Tender Documents shall bear such meaning whenever it appears in the same and other parts of the Tender Documents;

(j) a time of a day shall be construed as a reference to Hong Kong time; (k) references to “normal business hours” mean 0900 to 1800 hours; (l) references to a day mean a calendar day; references to a month or a monthly period

mean a calendar month; (m) references to “Chapter” followed by a number mean a chapter of the Laws of Hong

Kong; (n) any negative obligation imposed on any party shall be construed as if it were also an

obligation not to permit or suffer the act or thing in question, and any positive obligation imposed on any party shall be construed as if it were also an obligation to procure that the act or thing in question be done;

(o) any act, default, neglect or omission of any employee, licensee, agent or sub-

contractor of the Contractor shall be deemed to be the act, default, neglect or omission of the Contractor;

(p) words importing the whole shall be treated as including a reference to any part of the

whole; (q) the expressions “include” and “including” shall be construed without limitation to the

words following; (r) words and expressions extend to their grammatical variations and cognate expressions

where those words and expressions are defined in the Tender Documents or by reference to any other definition;

(s) references to “writing” include typewriting, printing, lithography, photography,

facsimile and the printed out version of a communication by electronic mail and other modes of representing and reproducing words in a legible form;


(t) where a general obligation in the Tender Documents or the Contract is followed by more specific obligations, the general obligation shall not be construed restrictively by reference to the specific obligations or deemed to be fully performed by reason only that the specific obligations have been performed; and

(u) all rights and powers of the Government under the Contract may be exercised by the

Government Representative.

3. Nothing in the Contract shall be taken to restrict, derogate from or otherwise interfere with any power or duty, or the exercise or performance of any power or duty conferred or imposed by or under any law upon the Government or any person in the service of the Government.

4. If any provision of the Contract provides for a determination of any matter by the Government

or the Government Representative, the determination made by the Government or the Government Representative (as the case may be) shall, in the absence of manifest error, be final and conclusive.

5. Throughout the Contract and the Tender Documents, references to “Interpretation”, “Terms of

Tender”, “Conditions of Contract”, “Schedules”, “Technical Specifications”, “Offer to be Bound” or annexes shall respectively mean such documents as comprised in the Tender Documents.

6. If the Contractor is a Partnership, the liability of each partner of the Partnership under the

Contract shall be joint and several. 7. Supplementary definitions and terms and conditions in relation to Electronic Tendering:

(a) Definitions “Authorised User”

means, in relation to the types of digital certificates referred to in Paragraph 7(b) below: (a) the person who is named in an e-Cert (Personal)

certificate issued by the Hongkong Post or a Personal ID-Cert Class 1 issued by the Digi-Sign Certification Services Limited;

(b) the authorised user in relation to an e-Cert (Organisational) certificate issued by the Hongkong Post or an Organisational ID-Cert Class 5 issued by the Digi-Sign Certification Services Limited;

(c) the authorised delegate in relation to an Organisational

ID-Cert Class 2 issued by the Digi-Sign Certification Services Limited; or

(d) any other person specified or recognised as an

authorised user by the Government under the terms and conditions of the e-Tender Box.

“Electronic Record” has the meaning given to it under the ETO;


“ETO” means the Electronic Transactions Ordinance (Chapter 553 of the Laws of Hong Kong); and

“Virus” means a subversive computer programme or piece of code that may corrupt or erase computer data files and/or change the normal behaviour of a computer.

(b) If a Tenderer submits a tender by Electronic Tendering, the Tenderer shall, in addition to

compliance with the Tender Documents, comply with the requirements and other terms and conditions of e-Tender Box as set out or referred to in the e-Tender Box. Tenderers should note that the e-Tender Box only accepts the use of digital certificates specified in the e-Tender Box for submission of tenders.

(c) Execution and Submission of Tenders through e-Tender Box

(i) A tender should be duly submitted by:

(1) if the Tenderer is a sole proprietorship, the Tenderer; (2) if the Tenderer is a Partnership, a partner of the Tenderer; or (3) if the Tenderer is a body corporate, a person who is duly authorised by the

Tenderer to submit a tender for and on behalf of the Tenderer. (ii) For the purpose of (i) above, a tender will be regarded to be submitted by a particular

person if he is the Authorised User of the digital certificate used by the Tenderer to submit its tender.

(iii) If any attachment submitted by a Tenderer via the e-Tender Box:

(1) does not comply with any format or file attachment requirements of the e-Tender Box;

(2) is found to be contaminated with Virus; or (3) is corrupted or otherwise not readable or printable into readable text by the

Government,

the tender will be invalidated and its Tenderer will be notified of such. However, if more than one electronic file is submitted by a Tenderer in accordance with the requirements of the e-Tender Box and some but not all of the files submitted are found to be contaminated with Virus, corrupted or are not readable or printable into readable text by the Government, the Government may at its discretion consider the other files of the tender and evaluate the tender on an “as is” basis.

(iv) The Government will verify the validity of a Tenderer’s digital certificate for signing

its tender with the relevant certification authority specified in the e-Tender Box. If the directory service or revocation list service of that certification authority or its contractor is/are not available for any reason, the Government may postpone the verification process until such time when the directory service or revocation list service (as the case may be) of the certification authority or its contractor is/are resumed or when the tender is opened, whichever is the later. If the verification process is postponed, the Tenderer will be informed of this through an on-screen message and an online acknowledgement of the tender.


(v) A tender will not be considered further if the digital certificate used by the relevant Tenderer for signing the tender is found invalid upon verification.

Tender Ref.: CSU 306/2020 (MR)

Page 11


Part 2 - Terms of Tender NOTE: THIS TENDER IS COVERED BY THE AGREEMENT ON GOVERNMENT PROCUREMENT OF THE WORLD TRADE ORGANIZATION.

1. Tender Documents

The Tender Documents, identified as , comprise the following documents: (a) “Lodging of Tender” in the Tender Form; (b) Part 1 - Interpretation; (c) Part 2 - Terms of Tender; (d) Part 3 - Conditions of Contract; (e) Part 4 - Technical Specifications; (f) Part 5 - Schedules - Schedule A (Price Schedule); - Schedule B (Technical Information); - Schedule C (Other Information); - Schedule D (Delivery Locations); - Schedule E (Form of Banker’s Guarantee for the Performance of a Contract); (g) Part 6 - Annexes - Annex A - Reply slip for Tender Briefing Session; - Annex B - Consumption information; - Annex C - Rice cooking test; - Annex D - Outlines of work plan and contingency plan; - Annex E - Guidance note GN-1 for contractors and suppliers of Government Logistics

Department; (h) Part 7 - “Offer to be Bound” in the Tender Form; and (i) Part 8 - “Memorandum of Acceptance” in the Tender Form.

Unless otherwise defined, each of the above documents constituting the Tender Documents shall be referred to by its name and/or the relevant part number as specified above throughout the Tender Documents.

2. Invitation to Tender

Tenders are invited for the supply of rice to the Correctional Services Department on the terms and conditions as set out in the Tender Documents. The purpose of this Invitation to Tender is to provide stable and continuous supply of white rice to the Correctional Services Department.

3. Tender Preparation

(a) All tenders shall be completed in accordance with this Paragraph and submitted in the manner specified under Paragraph 4 below. All tenders shall be completed in English or Chinese and in ink or typescript.


Part 2 - Terms of Tender (b) Each Tenderer must not submit more than one tender, failing which may, at the absolute

discretion of the Government, render a tender non-conforming and not to be further considered. No joint submission (i.e. a tender submitted by two or more independent entities) will be considered.

(c) When completing the Tender Documents, a Tenderer shall ensure that the name of the

Tenderer is the same as the name shown in the Certificate of Incorporation or the Certificate of Change of Name (if any) or equivalent document or its trading name as shown in the Business Registration Certificate or other valid business documents issued by a governmental or competent authority.

(d) A Tenderer must complete and submit the following Tender Documents together with all documents and information required therein:

(i) “Offer to be Bound” (Part 7 of the Tender Form*) duly signed by the Tenderer in the

case of Paper-based Tendering; (ii) Schedule A (Price Schedule); (iii) Part 1(a) and 1(d) (Particulars of Offer^) of Schedule B (Technical Information);

and (iv) the tender samples as required in Paragraph 9(d) below. A Tenderer’s tender will NOT be considered further if before the Tender Closing Time the Tenderer fails to submit the documents and information required in Paragraph 3(d)(i) to 3(d)(iv) above.

* A Tenderer must complete and sign on Part 7 of the Tender Form. If a Tenderer provides

the necessary details in its own version of the “Offer to be Bound”, notwithstanding whether the information is the same as the Tender Form, the Tenderer’s Tender will not be considered further.

^ A Tenderer’s tender will not be considered further if, before the Tender Closing Time,

information on the place of origin and/or brand name of its offered product is missing in both Part 1 of Schedule B (Technical Information) and the tender samples.

(e) A Tenderer should submit, before the Tender Closing Time, all other information/supporting

documents requested in these Tender Documents or relevant to its offer, including but not limited to the following:

(i) certified true copy of valid Business Registration Certificate(s) or other valid business

document issued by a competent authority; (ii) certified true copy of Certificate of Incorporation and Certificate of Change of Name (where applicable) if the Tenderer is a limited company;

(iii) original or certified true copy of the documents as mentioned in Note (AB)(2) to Paragraph 9 regarding the proposed Hygiene Manager;


Part 2 - Terms of Tender

(iv) original or certified true copy of the documents as mentioned in Notes (B)(3) and/or (B)(4) to Paragraph 9 regarding the proposed vehicles;

(v) original or certified true copy of the documents as mentioned in Notes (C)(3) and/or (C)(4), and (C)(5) to Paragraph 9 regarding the proposed marine vessel(s);

(vi) original or certified true copy of the documents as required in Paragraph 9(e) (Test Report/Documentary Evidence); (vii) other Parts in Schedule B (Technical Information) in addition to one mentioned in Paragraph 3(d)(iii) above and (viii) Schedule C (Other Information).

If a Tenderer fails to submit the information/supporting documents mentioned in Paragraph 3(e) before the Tender Closing Time, it may be requested to submit such information to the Government within a period of five (5) working days from the date of the Government’s written request or such other period as specified in the Government’s written request. If a Tenderer fails to comply with such request, its tender will not be considered further.

(f) For Paper-based Tendering, figures contained in a tender should not be altered or erased unless

the same is effected by striking through the incorrect figures and inserting the correct figures in ink above the original figures. All such amendments should be initialled by the Tenderer in ink.

(g) A Tenderer’s tender must cover the whole of the Contract. A partial tender will not be

considered. (h) No Tenderer may make any counter-proposals to any requirement set out in the Tender

Documents. Counter-proposals from a Tenderer in contravention of this restriction will entitle the Government to disqualify the Tenderer unless the Government in its absolute discretion elects to negotiate with the Tenderer concerning such counter-proposal. Following such negotiation, if the Tenderer is still unwilling to withdraw such counter-proposal, or otherwise revise it on terms acceptable to the Government, the Government may still disqualify the Tenderer. Any accepted counter-proposal following from a successful negotiation shall be deemed as part of the Tenderer’s tender and forms part of the Contract and shall be binding on the Tenderer if the Contract is eventually awarded to it.

(i) Under no circumstances whatsoever shall the Government be responsible for or liable to any

Tenderer for the costs and expenses incurred by it in preparing the tender. (j) Nothing in this Paragraph shall limit the Government’s absolute right to determine or to

request any other information/supporting documents in connection with or arising out of this Invitation to Tender.

4. Submission of Tender


Part 2 - Terms of Tender (a) A Tenderer must submit its completed tender together with all information and documents

required under the Tender Documents through Method 1 - Paper-based Tendering OR Method 2 - Electronic Tendering in accordance with Paragraph 4(a)(i) or 4(a)(ii) below. A tender submitted through other methods (for example, by e-mail or facsimile) will not be considered.

(i) Method 1 - Paper-based Tendering

A Tenderer shall:

(1) submit in TRIPLICATE its tender in a sealed envelope addressed to the person

specified in the “Lodging of Tender” section of the Tender Form, and clearly marked “Tender for the Supply of Rice to the Correctional Services Department”; and

(2) deposit its tender at the place specified in the “Lodging of Tender” section of the

Tender Form before the Tender Closing Time. Late tenders will not be considered.

(ii) Method 2 - Electronic Tendering

(1) A Tenderer shall submit, before the Tender Closing Time, softcopies of its tender through the e-Tender Box in accordance with the instructions stipulated therein. (*Note)

*Note: Please refer to Paragraphs 1 and 7 of the Interpretation (Part 1 of the

Tender Documents) for the definitions and other terms and conditions in relation to Electronic Tendering.

(2) A tender will not be considered if information required in the e-Tender Box or the

Tender Documents is not successfully transmitted through the e-Tender Box before the Tender Closing Time.

(b) In case Tropical Cyclone Warning Signal No. 8 or above is hoisted or a Black Rainstorm

Warning Signal or “extreme conditions after super typhoons” announced by the Government is/are in force for any duration between 0900 hours and 1200 hours on the Tender Closing Date, the Tender Closing Time will be extended to 1200 hours on the next working day.

(c) A Tenderer must ensure that there is no discrepancy between the original and the copies of the

documents submitted to the Government. Should any discrepancies be found, its tender may be rejected. Alternatively, the Government may seek clarification or deem the original shall prevail over the copies.

5. Basis of Acceptance (a) Only one Tenderer will be selected from the evaluation and appointed for the whole of the

Contract.

(b) Unless the Government decides that it is in the public interest not to award the Contract, subject to the other provisions of the Tender Documents, the Contract will normally be awarded to the Tenderer who passes the assessments mentioned in Paragraph 16 below and



submits the lowest Estimated Contract Price. Notwithstanding anything herein to the contrary, the Government is not bound to accept the tender with the lowest Estimated Contract Price or any tender and reserves the right to accept any tender at any time within the Tender Validity Period.

(c) Even if the Tenderer is identified as the successful Tenderer for the award of the Contract, the

Government reserves the right to accept all or only some of the items and services offered by that Tenderer.

6. Prices Tendered

(a) A Tenderer must propose in Schedule A (Price Schedule) an all-inclusive unit price for the

Goods (“Unit Price”), on an #F.I.S./Hong Kong basis including the charge for delivery of the Goods to various Locations of CSD as stipulated in Schedule D (Delivery Locations).

# F.I.S. means free into store, i.e. the successful Tenderer is responsible for the cost of

delivery of the Goods to the Locations which may be on Hong Kong Island, in Kowloon, in the New Territories and on outlying islands as specified in the Order. The cost of delivery shall include all costs of carriage (vehicles or vessels) for the conveyance of the Goods, tolls for the use of a road, bridge, harbour tunnel etc., the cost for obtaining all necessary permits, such as Closed Road Permit for Lantau Closed Roads and Prohibited Zone Permit for Tung Chung Road, for all vehicles to reach the Penal Institutions on Lantau Island etc. and stacking of the Goods therein.

A Tenderer’s tender will not be considered further if the proposed Unit Price in Schedule A (Price Schedule) is not a single unit price.

(b) A Tenderer’s tender quoting delivery terms other than F.I.S./Hong Kong (e.g. F.O.B.,

C.I.F./Hong Kong) or different rates for different Locations or imposing an additional service charge for delivery to any particular Location will not be considered further.

(c) Tenderers shall ensure that the prices tendered are accurate before submitting their tenders.

The price offered shall include trade and cash discounts and include and be deemed to have included all costs and expenses incidental to the due and proper performance of the Contract. Without prejudice to the power of the Government to negotiate with any Tenderer, under no circumstances shall the Government be obliged to accept any request for price adjustment from the Tenderer.

(d) Tenderers’ attention is drawn to the requirements under Clause 19 (Packing Requirements)

and Clause 26 (Emergency and Reserve Stock) of the Conditions of Contract. Tenderers should take into account the costs that may be incurred for meeting these requirements when preparing their tenders.

(e) The Unit Price tendered must be in Hong Kong dollars or US dollars. Tenders submitted in a

currency other than Hong Kong dollars or US dollars will not be considered further.

(f) The Unit Price proposed by a Tenderer must be fixed and may only be adjusted in accordance with Clause 13 (Price Variation) of the Conditions of Contract throughout the Contract Period. A Tenderer’s tender containing any other price variation clause or formula (other than



the annual adjustment formula stipulated in Clause 13 (Price Variation) of the Conditions of Contract), including one based on foreign exchange market fluctuation, will not be considered further.

(g) The Government may require a Tenderer, who in the opinion of the Government, has

submitted an unreasonably low price, to justify and demonstrate to the reasonable satisfaction of the Government that such Tenderer is capable of carrying out and completing the Contract. Failing to so justify and demonstrate to the Government’s satisfaction would entitle the Government to reject the tender.

(h) A Tenderer is requested to indicate in the space provided in Part 2 of Schedule A (Price

Schedule) any payment discounts that it offers. 7. Particulars of Offer

(a) As mentioned in Paragraph 3(d) above, a Tenderer is required to complete and submit Part 1 of

Schedule B (Technical Information). This shall include providing the particulars, i.e. the place of origin and brand name of the product offered in Part 1 of Schedule B (Technical Information). If the place of origin and/or brand name of the product offered are missing in Part 1 of Schedule B (Technical Information) or are different from that provided on the tender samples, the information provided on the relevant tender samples will be regarded as the place of origin and/or brand name of the offered product and will be used for the purpose of tender assessment during the tendering stage and for the purpose of inspection and acceptance of the Goods if the Contract is awarded to the Tenderer.

(b) A Tenderer’s tender will not be considered further if, before the Tender Closing Time, information on the place of origin and/or brand name of its offered product is missing in both Part 1 of Schedule B (Technical Information) and the tender samples.

(c) A Tenderer shall ensure that the product offered (i) shall comply with the requirements in the

Technical Specifications; (ii) shall conform in all respects to the requirements of the applicable laws and Government health and safety regulations, including regulations administered by FEHD or the Department of Health, such as Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong) and (iii) are not adulterated or misbranded and are not articles which may not be sold in Hong Kong under any applicable law, regulation or code of practice.

(d) A Tenderer is required to confirm in Part 2 of Schedule B (Technical Information) that the

product offered is in compliance with all mandatory features in the Technical Specifications. If the Tenderer expressly indicates non-compliance with any of the mandatory features in the Technical Specifications or the Government is not satisfied that the offered product is indeed in compliance with all mandatory features of the Technical Specifications, its tender will not be considered further. If a Tenderer does not complete Part 2 of Schedule B, it shall be deemed that the Tenderer confirms that its offered product is in compliance with the mandatory features specified in the Technical Specifications.

(e) Tenderers are required to undertake in Part 3 of Schedule B (Technical Information) that it

will comply with the delivery requirements as set out in Clause 17 of the Conditions of Contract should it be awarded the Contract. If the Tenderer expressly indicates non-



compliance with any of the delivery requirements or the Government is not satisfied that the Tenderer will be able to comply such requirements, its tender will not be considered further. If a Tenderer does not complete Part 3 of Schedule B (Technical Information), it shall be deemed that the Tenderer confirms that it will comply with the delivery requirements specified in Clause 17 of the Conditions of Contract.

(f) Tenderers are required to undertake in Part 4 of Schedule B (Technical Information) that it will comply with the emergency and reserve stock requirements as set out in Clause 26 of the Conditions of Contract should it be awarded the Contract. If the Tenderer expressly indicates non-compliance with any of the emergency and reserve stock requirements or the Government is not satisfied that the Tenderer will be able to comply such requirements, its tender will not be considered further. If a Tenderer does not complete Part 4 of Schedule B (Technical Information), it shall be deemed that the Tenderer confirms that it will comply with the emergency and reserve stock requirements specified in Clause 26 of the Conditions of Contract.

8. Tenderers’ Response to Government’s Enquiries Notwithstanding anything in the Tender Documents to the contrary, in the event that the Government determines that: (a) clarification of any tender is necessary; or

(b) any document or information (but excluding any document where it is specified the

non-submission of which before the Tender Closing Time will lead to disqualification) is missing in a tender at the time of opening of tenders,

it may, but is not obliged to, request the Tenderer concerned to make the necessary clarification, or submit the missing document or information. The Tenderer concerned shall thereafter within five (5) working days or such longer period as the Government may allow to submit such clarification or missing document or information. The tender will not be considered if the clarification or complete document or information is not provided as required by the deadline, or in the case of clarification, the clarification submitted is not acceptable to the Government. As an alternative to seeking clarification or submission, the Government may, at its discretion but is not obliged to, proceed to evaluate the tender on an as is basis or disqualify the Tenderer.

9. Essential Requirements

Tenderers must comply with the essential requirements under Paragraphs 9(a) to 9(e). If a Tenderer fails to meet ANY of the essential requirements under Paragraphs 9(a) to 9(e), its tender will not be considered further.

(a) Food and Safety Personnel



A Tenderer must propose at least one (1) Hygiene Manager who must possess at least one of the qualifications recognised by FEHD. (Note A)

(b) Provision of Motor Vehicles

(i) A Tenderer must own, or undertake that it will acquire the right to use through rental contract(s), at least three (3) motor vehicles. (Note B)

(ii) The licences of the proposed vehicles must remain valid on the Tender Closing Date.

(c) Provision of Marine Vessel

(i) A Tenderer must own, or undertake that it will acquire the right to use through a rental

contract, at least one (1) marine vessel which must comply with the requirements stipulated in Clause 18(c) of the Conditions of Contract. (Note C)

(ii) The registration document of the proposed marine vessel(s) shall remain valid on the

Tender Closing Date.

(d) Tender Samples (i) A Tenderer must submit two (2) packs of the product offered, free of all costs, as tender

samples for evaluation (Note D). Each pack of the tender samples shall be at least 5 kilograms (“kg”) and shall be provided with the product label containing the place of origin and brand name. The tender samples shall be submitted to:

Officer-in-charge of Samples Procurement Division Government Logistics Department 9/F., North Point Government Offices 333, Java Road, North Point Hong Kong

during office hours (i.e. from 0900 to 1300 hours and 1400 to 1745 hours on a working day) before the Tender Closing Time. A receipt for the tender samples duly signed by the Officer-in-charge of Samples should be obtained as proof of delivery. A Tenderer’s tender will not be considered further if no sample or insufficient weights/quantities of the samples are submitted before the Tender Closing Time.

(ii) A Tenderer is requested to seal its samples in such a manner that they shall not become

loose or cannot be replaced without breaking the seal.

(iii) A label bearing the following information should be attached to each of the samples:

(1) Tender reference number; (2) Brief description of the item; and (3) Tender Closing Date.



(iv) Tender samples may be rejected if they are not properly contained, sealed or labelled in the manner described in Paragraphs 9(d)(ii) and (iii) above.

(v) Tender samples submitted will not be returned to the Tenderers. (vi) The tender samples submitted will be subject to (1) evaluation by a laboratory appointed

by the Government on the general characteristics and moisture content against Clauses 1 and 2 of the Technical Specifications and (2) the cooking test conducted by the Government so as to ascertain whether or not the offered product complies with Clause 4 of the Technical Specifications according to the rice cooking method stipulated at Annex C or the alternative cooking method proposed by a Tenderer in Part 8 of Schedule B (Technical Information) (Note D).

(vii) A Tenderer’s tender will not be considered further if any of the tender samples fails

to meet any part of Clauses 1, 2 and 4 of the Technical Specifications. (viii)The tender samples submitted by the successful Tenderer will be treated as contract

samples (“Contract Sample”).

(e) Test Report/Documentary Evidence

(i) A Tenderer must submit a test report from an Independent Accredited Laboratory certifying that the product offered complies with Clause 3 of the Technical Specifications. (Note E)

(ii) A Tenderer must submit a self-declaration declaring that the Independent Accredited Laboratory which is responsible for the issue of the test report under Paragraph 9(e)(i) above is neither the same entity as the Producer, the Importer or the Tenderer nor an associate or associated person of the Producer, the Importer or the Tenderer.

Notes to Paragraph 9 (Essential Requirements): Note A (Applicable to Paragraph 9(a) (Food and Safety Personnel))

(1) Qualifications recognised by FEHD are set out in the following websites. Other

equivalent qualifications may be considered.

http://www.fehd.gov.hk/english/events/hmhs_scheme/index.htm http://www.fehd.gov.hk/tc_chi/events/hmhs_scheme/index.htm

(2) A Tenderer is required to provide in Part 5 of Schedule B (Technical Information) the

details of the proposed Hygiene Manager and attach to Schedule B (Technical Information) a copy of the relevant documentary evidence, e.g. certificate or diploma, to prove that its proposed Hygiene Manager(s) possess the required qualifications to the satisfaction of the Government.

http://www.fehd.gov.hk/english/events/hmhs_scheme/index.htm



Note B (Applicable to Paragraph 9(b) (Provision of Motor Vehicles))

(1) A Tenderer is required to provide details of the proposed vehicles in the Attachment to Schedule B (Technical Information).

(2) A vehicle will be regarded as owned by the Tenderer if:

(i) in the case where the Tenderer is a sole proprietorship, it is registered under the

name of the Tenderer; (ii) in the case where the Tenderer is a Partnership, it is registered under the name of the

Partnership or the name of one of the partners; or (iii) in the case where the Tenderer is a limited company registered under the Companies

Ordinance, it is registered under the name of the Tenderer.

(3) If the proposed vehicles are owned by the Tenderer, the Tenderer shall submit documentary evidence of the proposed vehicles together with copies of valid vehicle registration document and valid vehicle licences issued by the Transport Department to prove its ownership of the vehicles.

(4) If any of the proposed vehicle(s) is to be acquired through rental arrangement, a Tenderer

shall submit:

(i) documentary evidence (e.g. rental contract or letter of intent) showing that the Tenderer has entered or will enter into a rental arrangement in respect of such vehicle(s) for not less than 36 months’ duration starting from 1 February 2018. The documentary evidence submitted by the Tenderer should contain a list of the type(s) and quantity of vehicles to be provided to the Tenderer during the rental/proposed rental period, and the daily operating hours/periods;

(ii) copies of valid vehicle registration document and valid vehicle licence(s) issued by

the Transport Department; and (iii) a written confirmation issued by the registered owner(s) of the vehicle(s) (or where

the registered owner is a limited company a duly authorised representative of the registered owner; or where the registered owner is a Partnership, one of the partners), that the Tenderer will have the full right and authority to use the proposed vehicle(s) to perform the delivery duties required under the Contract should the Tenderer be awarded the Contract.

Note C (Applicable to Paragraph 9(c ) (Provision of Marine Vessel))

(1) A Tenderer is required to provide details of the proposed marine vessel(s) in the

Attachment to Schedule B (Technical Information).

(2) A marine vessel will be regarded as owned by the Tenderer if:



(i) in the case where the Tenderer is a sole proprietorship, it is registered under the name of the Tenderer;

(ii) in the case where the Tenderer is a Partnership, it is registered under the name of

the Partnership or the name of one of the partners; or (iii) in the case where the Tenderer is a company, it is registered under the name of the

Tenderer.

(3) If the proposed marine vessel is owned by the Tenderer, the Tenderer shall submit a copy of valid vessel registration document issued by the Marine Department to prove its ownership of the marine vessel(s).

(4) If the proposed marine vessel is to be acquired through rental arrangement, a Tenderer

shall submit:

(i) documentary evidence (e.g. rental contract or letter of intent) showing that the Tenderer has entered or will enter into a rental arrangement in respect of such marine vessel for not less than 36 months’ duration starting from 1 February 2018. The documentary evidence submitted by the Tenderer should contain the name of the marine vessel to be provided during the rental/proposed rental period;

(ii) copies of valid vessel registration document issued by the Marine Department; and

(iii) a written confirmation issued by the registered owner of the marine vessel (or where

the registered owner is a limited company a duly authorised representative of the registered owner; or where the registered owner is a Partnership, one of the partners), that the Tenderer will have the full right and authority to use the proposed marine vessel to perform the delivery duties required under the Contract should the Tenderer be awarded the Contract.

(5) A Tenderer shall submit a copy of either “Form 1 – Register of Lifting Appliances and

Lifting Gear” or “Form 3 – Certificate of Test and Examination of Lifting Appliances and Their Accessory Gear other than Derricks” certified by a competent examiner for demonstrating that the marine vessel(s) offered complies with the requirements stipulated in Clause 18(c) of the Conditions of Contract. In case a form other than the above two (2) forms issued by the Marine Department is used, the situation and description of the lifting appliance and equipment must be mentioned in the submitted form.

Note D (Applicable to Paragraph 9(d) (Tender Samples))

(1) If a Tenderer considers the product offered cannot meet the cooked rice yield as specified

in Clause 4 of the Technical Specifications based on the rice cooking method stipulated at Annex C, the Tenderer shall indicate in Part 8 of Schedule B (Technical Information) an alternative cooking method including: (i) the recommended volume of water for cooking and/or (ii) the cooking time for cooking the rice sample for the Government’s consideration. The Tenderer may only make its recommendations on (i) and/or (ii) above.



(2) If an alternative cooking method is proposed by a Tenderer, the Tenderer must submit supporting document from the Producer or the Importer certifying that the offered product must be cooked in accordance with the proposed alternative cooking method so as to meet the required cooked rice yield.

(3) If a Tenderer fails to submit the required document stipulated in Note (D) (2) above before

the Tender Closing Time or within the time which may subsequently be stipulated in the Government’s written request at the Government discretion, the Government will conduct the rice cooking test according to the method stipulated at Annex C.

Note E (Applicable to Paragraph 9(e) (Test Report / Documentary Evidence)

(1) The issue date of the test report shall be not earlier than twelve (12) months immediately

before the Tender Closing Date.

(2) The test report issued by the Independent Accredited Laboratory should be in English or Chinese. Otherwise, the Tenderer must submit a copy of translation of the test report in English duly certified correct by the Independent Accredited Laboratory for evaluation purpose.

10. Work Plan and Contingency Plan

A Tenderer should note the requirements on the Work Plan and Contingency Plan as specified in Clause 20 of the Conditions of Contract.

11. Tender Validity Period (a) A tender submitted in response to this Invitation to Tender shall remain valid and open for

acceptance for a period not less than 180 days after the Tender Closing Date (“Tender Validity Period”).

(b) If a Tenderer does not state in its tender the period for which the tender is to remain valid and

open for acceptance, the Tender Validity Period of that tender will be 180 days after the Tender Closing Date. If a Tenderer offers in its tender a Tender Validity Period that is shorter than 180 days, its Tender will not be considered further.

(c) If a Tenderer withdraws its offer before the expiry of the Tender Validity Period, without

prejudice to other rights and claims of the Government, due notice will be taken of the Tenderer’s action which may prejudice its future standing as a Government contractor.

12. Payment Terms

A Tenderer should note that payment to the successful Tenderer shall be made in accordance with Clause 12 of the Conditions of Contract.

13. Packing Requirements


Part 2 - Terms of Tender A Tenderer should note the packing requirements as specified in Clause 19 of the Conditions of Contract.

14. Submission of Financial Information for Financial Vetting (a) Tenderers shall demonstrate their financial capability to undertake and fulfill the contractual

obligations before they can be considered for the award of the Contract. (b) A Tenderer must, if and when required by the Government, submit the following documents

for the Government’s financial vetting:

(i) Audited financial statements of the Tenderer (original or copies certified by the Tenderer’s auditor) for the past three (3) years with the latest one with period ending not earlier than eighteen (18) months before the Original Tender Closing Date;

(ii) Audited consolidated group financial statements should also be submitted if the Tenderer

is a subsidiary of another company; (iii) All such financial statements should have been audited by certified public accountants

(practicing) or for a non-Hong Kong company, by auditors recognised by its local law; (iv) If any such financial statements are in a language other than Chinese or English,

translations, certified as accurate by the respective consulate or a notary public registered in Hong Kong, should be provided;

(v) The financial statements shall be prepared on the same basis for each year in accordance

with accounting principles generally accepted in the Hong Kong Special Administrative Region and the disclosure requirements of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

(vi) Where the Tenderer is not an incorporated entity such as sole-proprietor, Partnership etc.

and audited financial statements are not prepared, it shall submit certified management accounts for the past three (3) years supplemented with past tax assessment records instead. The management accounts must be certified by a sole proprietor, partner, director or certified public accountant or other accountant acceptable to the Government and with period ending not earlier than three (3) months before the Original Tender Closing Date;

(vii) Projected profit and loss accounts and cash flow statements for the Contract Period,

showing the revenue, operating expenses, capital expenditure and the sources of finance such as upfront investment and/or debt financing. The projected statements should be certified by the company’s chief executives; and

(viii)Background information of the Tenderer including place and date of incorporation or

formation, identity of the Tenderer and its nature of business, the ownership details (names of shareholders/partners/proprietor/joint venture members and their percentages of ownership), place and date of incorporation of its immediate and ultimate holding companies if the Tenderer is a subsidiary.


Part 2 - Terms of Tender (c) A Tenderer should provide such further information and explanation within a reasonable

period of time as may be required by the Government for the purposes of the financial vetting.

15. Contract Deposit (a) (i) If the successful Tenderer has passed the financial vetting as required in Paragraph 14

above, it shall furnish, by way of a non-interest bearing contract deposit (“Contract Deposit”), to the Government within twenty-one (21) days of the Letter of Acceptance, a sum of representing two per cent (2%) of the Estimated Contract Price as security for the due and faithful performance of the Contract.

(ii) If the successful Tenderer fails to submit adequate information for financial vetting

within the time stipulated by the Government or fails in the financial vetting, it shall furnish, by way of a non-interest bearing contract deposit (“Contract Deposit”), to the Government within twenty-one (21) days of the Letter of Acceptance, a sum of representing six per cent (6%) of the Estimated Contract Price as security for the due and faithful performance of the Contract.

(b) The Contract Deposit shall either be in cash, cheque or in the form of a banker’s guarantee

issued by an approved local bank registered under section 16 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) and shall be provided in accordance with and subject to Clause 15 of the Conditions of Contract.

(c) Tenderers are required to elect which method of providing a Contract Deposit they prefer in

Part 3 of Schedule C (Other Information). 16. Tender Evaluation Without prejudice to other rights and powers of the Government not to consider a tender under

other applicable provisions in the Tender Documents, the evaluation of tenders will be conducted as follows:

(a) Completeness Check

A completeness check will be conducted by checking whether the tender has been submitted in accordance with the requirements of the Tender Documents.

(b) Assessment of Compliance with Essential Requirements

(i) A tender will be checked for its compliance with the essential requirements as detailed in

the Tender Document.



(ii) A tender which fails to meet any of the essential requirements, including without limitation the mandatory features of the Technical Specifications and the essential requirements stipulated in Paragraphs 9(a) to 9(e), will not be considered further.

(c) Price Assessment

(i) For those tenders that have passed the completeness check and assessment in

Paragraphs 16(a) and 16(b) above respectively, the Estimated Contract Price of Schedule A (Price Schedule) will be used in the price assessment.

(ii) Any prompt payment discount offered by a Tenderer will not be taken into consideration

in the tender price assessment except when two or more conforming offers submit the same Estimated Contract Price. In such case, the Tenderer that submits the highest (higher) percentage of payment discount for payment within 7 working days and within 8 to 14 working days respectively will be considered in sequence.

(iii) Prices offered in US dollars will be converted to Hong Kong dollars based on the official

opening selling rate of US dollars quoted by the Hong Kong Association of Banks on the Tender Closing Date.

The Contract will normally be awarded to a Tenderer: (i) whose Tender passes all of the above tender evaluation and who offers the lowest Estimated Contract Price; and (ii) who is determined by the Government to be fully capable of undertaking the Contract.

17. Offer to be Bound All parts of the tender submitted and offered by the Tenderer shall be binding on the Tenderer. A Tenderer is deemed to have satisfied itself as to the correctness of its tender. In the event that a Tenderer discovers an error in its tender after the tender has been deposited, the Tenderer may correct the same in a separate letter. No request for adjustment or variation whatsoever will be allowed or entertained after the Tender Closing Date.

18. Award of Contract (a) The Government will issue to the successful Tenderer by either post or facsimile transmission a

letter notifying acceptance of offer (“Letter of Acceptance”). A binding Contract between the Government and the successful Tenderer is only constituted: (i) if the Letter of Acceptance is sent by post, at the time of posting; or

(ii) if the Letter of Acceptance is transmitted by facsimile, at the time when a transmission

report is generated by the Government’s facsimile machine, confirming that the Letter of Acceptance has been transmitted to the aforementioned facsimile number.


Part 2 - Terms of Tender (b) A duplicate hard copy of the Contract, including the “Memorandum of Acceptance” duly

completed by the Government, will subsequently be delivered to the successful Tenderer evidencing the earlier acceptance by post or facsimile transmission, as the case may be.

(c) Tenderers who do not receive any notification within the Tender Validity Period should assume that their tenders have not been accepted.

19. Documents of Unsuccessful Tenderers Documents submitted by unsuccessful Tenderers shall be retained for a period of not less than three (3) years after the Contract has been executed and may be destroyed thereafter.

20. Complaints about Tendering Process

(a) The tendering process is subject to internal monitoring to ensure that the Contract is awarded

properly and fairly. Any Tenderer who feels that its offer has not been fairly evaluated may write to the Director of Government Logistics who will examine the complaint and refer it to the approving authority/relevant tender board for consideration if the complaint relates to the tendering system or procedures followed. The Tenderer should lodge the complaint within three (3) months after the award of Contract.

(b) This Invitation to Tender is covered by the Agreement on Government Procurement of the

World Trade Organization (“WTO GPA”) and the provisions of the WTO GPA will apply to this Invitation to Tender. Tenderers are requested to note that a Review Body on Bid Challenges (under the WTO GPA) (“Review Body”) has been set up by the Government to deal with challenges made against alleged breaches of the WTO GPA. The relevant procedures for handling bid challenges are set out in the Rules of Operation of the Review Body (“Rules”) which are available for inspection at the Secretariat of the Review Body located at the Trade and Industry Department or which may be sent to the interested parties upon request. In the event that a Tenderer believes that a breach of the WTO GPA has occurred, the Tenderer may, within ten (10) working days after it knew or reasonably should have known the basis of the challenge, lodge a challenge to the Review Body on the alleged breaches of the WTO GPA. Nevertheless, the Tenderer is encouraged to seek resolution of its complaint in consultation with the Government before lodging a complaint to the Review Body. In such instances, the Government shall accord impartial and timely consideration to any such complaint, in a manner that is not prejudicial to obtaining corrective measures through the Review Body.

(c) Tenderers are also required to note that the Review Body may receive and consider a late

challenge but a challenge shall not be considered if it is filed later than thirty (30) working days after the basis of the challenge is known or reasonably should have been known to the Tenderer.

21. Consent to Disclosure

(a) The Government shall have the right to disclose, without further reference to the successful

Tenderer, whenever it considers appropriate or upon request (written or otherwise) by any third



party information on the awarded Contract, the name and address of the successful Tenderer, particulars (including the nature and the quantity) of the Goods and services to be provided by the successful Tenderer under the Contract, the Unit Price and the Estimated Contract Price. In submitting a bid, each Tenderer irrevocably and unconditionally authorises the Government to make and consents to the Government making any of the disclosure aforesaid.

(b) Nothing in Paragraph 21(a) shall prejudice the Government’s power to disclose whenever it

considers appropriate information of any nature whatsoever (whether or not specified in Paragraph 21(a)) if the disclosure is made under any one of the following circumstances: (i) the disclosure of any information to any public officer or public body, as defined in the

Interpretation and General Clauses Ordinance (Chapter 1 of the Laws of Hong Kong) or any other person employed, used or engaged by the Government (including agents, advisers, contractors and consultants);

(ii) the disclosure of any information already known to the recipient;

(iii) the disclosure of any information which is public knowledge;

(iv) the disclosure of any information in circumstances where such disclosure is required pursuant to any law of Hong Kong, a request made by the Review Body mentioned in Paragraph 20, or an order of a court of Hong Kong or a court or tribunal with competent jurisdiction; or

(v) without prejudice to the power of the Government under Paragraph 21(a), to the extent

the information relates to a Tenderer, with the prior written consent of that Tenderer. 22. Contractor’s Performance Monitoring

A Tenderer is advised that should the Government award the Contract to it, its performance of the

Contract will be monitored and may be taken into account when the Government evaluates any tenders or quotations that it may submit in future. An offer or tender submitted by a Tenderer who has been in breach of any of its statutory obligations or contractual obligations under any comparable current or past contracts with the Government may not be considered further having regard, including and not limited to, the seriousness and the number of breaches and its or its relevancy to the offer or tender submitted.

23. Verification of Submitted Information/Document

By submitting a tender in response to this Invitation to Tender, the Tenderer authorises the Government to obtain from: (a) any person whose particulars are set out in the tender submitted by the Tenderer including its

current/previous clients quoted in its trade experience, the registered owners of vehicles(s)/marine vessels, the Producer, the Importer and any other proposed sub-contractor specified in Schedules, and

(b) any issuing body of any of the certificates or documentary evidence required in the Tender

Documents,


Part 2 - Terms of Tender all information which the Government considers appropriate and relevant to the evaluation of the tender including information to verify the legitimacy, completeness, authenticity and accuracy of any information or document submitted by the Tenderer. If any consent from any other person is required for the Government to obtain any of the aforesaid information or document, the Tenderer represents that such consent has been duly obtained.

24. Tenderer’s Commitment

All tenders, information and responses from a Tenderer must be submitted in writing. All parts of the tender submitted by the successful Tenderer will, if and to the extent accepted by the Government, and subject to such changes as the Government may stipulate in exercise of its power under the Tender Documents or as the parties may agree, form part of the Contract.

25. Tender Addenda

The Government reserves the right to clarify, amplify or amend these Tender Documents at any time prior to the Tender Closing Date. Any clarification(s), amplification(s) or amendment(s) of any aspect of these Tender Documents will be by way of an addendum and a notice of the addendum will be posted on the GLD’s website at http://www.gldetb.gov.hk. Tenderers are advised to check the said website from time to time for any issue of addendum. Any tender addendum will also be provided in writing by the Government and forwarded to all prospective Tenderers who have registered with the Government when obtaining a copy of the Tender Documents.

26. Probable Requirements

(a) Forecast or estimation on the quantities of the Goods required and the Estimated Contract Price, consumption information at Annex B and all other information, statistics and forecast set out in the Tender Documents, are provided purely for the Tenderer’s information on an “as is” basis without warranty of any kind. The Government gives no warranty, representation or undertaking that any information, statistics and forecast provided in the Tender Documents or in the Contract are sufficient, accurate, complete, suitable or timely for any purpose whatsoever.

(b) To the maximum extent permitted by laws, the Government does not accept any liability or

responsibility for (i) any claim, legal proceeding, liability, loss (including any direct or indirect loss, any loss of revenue, profit, business, contract or anticipated saving), (ii) damage (including any direct, special, indirect or consequential damage of whatsoever nature) or (iii) any cost or expense, suffered or incurred by any Tenderer arising from the use of, or reliance on, any information, statistics or forecast provided in the Tender Documents, or



otherwise that the actual price payable on and subject to the Contract do not meet the expectation or projection of any Tenderer or do not recoup the investment cost incurred or by any margin of the Estimated Contract Price.

(c) Each Tenderer acknowledges to the Government that it has not relied on or been induced to

submit its tender by any representation, warranty, forecast, estimate, or projection given by the Government or any of its officers, employees, agents, advisers, consultants or contractors.

(d) No Tenderer will in any way be relieved from any obligation under the Tender Documents nor

shall it be entitled to claim against the Government on grounds that any information, whether obtained from the Government or otherwise (including information made available by the Government) is incorrect or insufficient. The Tenderer shall make its own enquiries as to the accuracy and adequacy of all such information.

27. Negotiation

The Government reserves the right to negotiate with any Tenderer about the terms and conditions of the offer and the terms and conditions of the Contract.

28. Cancellation of Tender

(a) Without prejudice to the Government’s right to cancel the Invitation to Tender, where there are changes of requirement after the Tender Closing Date for operational or whatever reasons, the Government is not bound to accept any conforming tender and reserves the right to cancel the Invitation to Tender.

(b) Each Tenderer acknowledges that the Government may not award the Contract if the Government decides that it is in the public interest to do so.

29. Undisclosed Agency

The person who signs a tender as Tenderer shall be deemed to be acting as a principal unless it discloses therein that it is acting as an agent only, in which case it shall also disclose therein the name, address and the name(s) of the contact person(s) of its principal.

30. Personal Data Provided

(a) The personal data of any individual provided by the Tenderer in the tender will be used for

tender evaluation and contract award purposes. If insufficient or inaccurate information is provided, the tender may not be considered.

(b) The personal data provided in the tender may be disclosed to the parties responsible for tender

evaluation in other Government bureaux, departments and non-Government organisations. (c) Individuals to whom the personal data belongs have the right of access and correction with

respect to personal data as provided for in sections 18 and 22 and Principle 6 of Schedule 1 of



the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). The right of access includes the right to obtain a copy of the personal data provided in the tender.

(d) Enquiries concerning the personal data collected by means of the tender, including the making

of access and corrections, should be addressed to the Personal Data Privacy Officer of GLD.

31. Disqualification of Tenders

The Government reserves the right to disqualify any Tenderer who submits a tender that directly or indirectly attempts to preclude or limit the effect of any provisions of these Terms of Tender.

32. Offering Gratuities

The Tenderer shall not and shall ensure that its agents and employees shall not offer or give any advantage as defined in the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong) to any agent or employee of the Government Representative. Any breach of or non-compliance with this Paragraph by the Tenderer, or any of its agents and employees shall, without affecting the Tenderer’s liability for such breach or non-compliance, invalidate its tender, and if the Contract has been awarded to the Tenderer without knowing the breach, the Government shall be entitled to immediately terminate the Contract and claim for all losses and costs incurred.

33. Government Discretion

(a) Notwithstanding anything to the contrary in these Tender Documents, the Government reserves the right to disqualify a Tenderer on any of the following grounds:

(i) if a petition is presented or a proceeding is commenced or an order is made or a

resolution is passed for the winding up or bankruptcy of the Tenderer;

(ii) in the sole judgment of the Government, the Tenderer is not considered fit and proper to perform the Contract;

(iii) if a false, inaccurate or incomplete statement or representation or forged document is found in the tender for this Invitation to Tender or in any other tender submitted by the Tenderer in response to another invitation to tender of the CSD or GLD anytime prior to the Tender Closing Date or anytime between the Tender Closing Date and the award of the Contract, or a promise or a proposal is made in the tender for the Invitation to Tender knowingly or recklessly that the Tenderer will not be able to fulfil or deliver such promise or proposal;

(iv) if a claim is made alleging, or the Government has grounds to believe that some product(s) or material(s) to be supplied or recommended by the Tenderer under its tender infringe or will infringe any Intellectual Property Rights of any party; or

(v) if at any time during a period of 24 months prior to the Tender Closing Date until the



date of constitution of the Contract (both dates inclusive), the Tenderer or a related person of the Tenderer was in default of its material obligation(s) under any other contract for provision of goods and/or services to the Government.

(b) In Paragraph 33(a),

(i) if the Tenderer is a company, the expression “related person” of the Tenderer includes any one of the following:

(1) a shareholder (corporate or individual) which directly or indirectly beneficially owns 50% or more of the issued share capital of the Tenderer (“majority shareholder”);

(2) a holding company or a subsidiary of the Tenderer; (3) a holding company or a subsidiary of a majority shareholder of the Tenderer; or

(4) a company in which a majority shareholder (being an individual) of the Tenderer

directly or indirectly beneficially owns 50% or more of its issued share capital or controls the composition of its board of directors.

The expressions “holding company” and “subsidiary” have the meanings given to them in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)..

(ii) if the Tenderer is a sole proprietor or Partnership, the expression “related person”

includes any one of the following:

(1) any partner of the Tenderer (if it is a Partnership); (2) the spouse, parent, child, brother or sister of the Tenderer or any partner of the

Tenderer, and, in deducing such a relationship, an adopted child shall be deemed to be a child both of the natural parents and the adopting parent and a step child to be a child of both the natural parent and of any step parent; or

(3) a company in which the Tenderer or any partner of the Tenderer beneficially,

directly or indirectly owns 50% or more of its issued share capital or controls the composition of its board of directors.

34. New Information Relevant to Qualified Status

Tenderers should inform the Government Representative in writing immediately of any factor, which might affect their qualified status. The Government reserves the right to review their qualified status in the light of any new information relevant to their qualification.

35. Anti-Collusion

(a) By submitting a tender, a Tenderer is regarded to have represented and warranted to the Government that in relation to the Invitation to Tender:

(i) it has not communicated and will not communicate to any person other than the

Government the amount of any price submitted in its tender;



(ii) it has not fixed and will not fix the amount of any price submitted in its tender by

arrangement with any person;

(iii) it has not made and will not make any arrangement with any person as to whether it or that other person will or will not submit a tender; and

(iv) it has not otherwise colluded and will not otherwise collude with any person in any manner whatsoever in the process of offering tender.

(b) In the event that a Tenderer is in breach of any of the representations and/or warranties in

Paragraph 35(a), the Government shall be entitled to, without compensation to any person or liability on the part of the Government:

(i) reject the Tenderer’s tender; (ii) if the Government has accepted the tender, withdraw its acceptance of the tender; and

(iii) if the Government has entered into the Contract with the Tenderer, forthwith terminate

the Contract. (c) By submitting a tender, a Tenderer is regarded to have undertaken to indemnify and keep

indemnified the Government against all losses, damages, costs or expenses arising out of or in relation to any breach of any of the representations and/or warranties in Paragraph 35(a).

(d) A breach by a Tenderer of any of the representations and/or warranties in Paragraph 35(a) may

prejudice its future standing as a Government contractor or tenderer. (e) Paragraph 35(a) shall have no application to Tenderer’s communications in strict confidence

with its own insurers or brokers to obtain an insurance tender for computation of the prices quoted in its tender, or with its professional advisers, consultants or sub-contractors to solicit their assistance in preparation of its tender.

(f) The rights of the Government under Paragraphs 35(b) to (d) are in addition to and without

prejudice to any other rights or remedies available to it against the Tenderer.

36. Tenderers’ Enquiries

(a) Any enquiries concerning the tender terms (other than those relating to the Technical Specifications) up to the date of the Tenderer lodging its tender with the Government shall be made in writing to Government Logistics Department (GLD) (Attn.: Senior Supplies Officer (A)) in one of the following ways: (i) through the e-Tender Box of GLD at the website http://www.gldetb.gov.hk, if the

prospective Tenderer has an account under the Procurement and Contract Management System of GLD;

(ii) by facsimile on facsimile number (852) 2116 0102; or

http://www.gldetb.gov.hk/



(iii) by mail to GLD, 9/F., North Point Government Offices, 333 Java Road, North Point, Hong Kong.

(b) Any enquiries relating to the Technical Specifications up to the date of the Tenderer lodging its

tender with the Government shall be made in writing to (and with a copy thereof sent to GLD in one of the ways as set out in Paragraph 36(a) above):

Commissioner of Correctional Services Correctional Services Department (Attn.: Senior Supplies Officer (Central Supplies)) Unit 2004-9, 20/F., Honour Industrial Centre, 6 Sun Yip Street, Chai Wan Hong Kong

Facsimile: (852) 2870 0563

(c) After lodging a tender with the Government, a Tenderer shall not attempt to initiate any further contact, whether direct or indirect, with the Government in relation to its tender or the Tender Documents. The Government shall have the sole right to initiate any such further contact and all such contacts and any replies of the Tenderer thereof shall be in writing or formally documented in writing.

37. Tender Briefing Session (a) A tender briefing session will be held at 1530 hours on 15 September 2017 at GLD, Room

925, 9/F, North Point Government Offices, 333 Java Road, North Point, Hong Kong. Although attendance at the tender briefing session is not compulsory, prospective Tenderers are strongly advised to attend.

(b) A prospective Tenderer who wishes to attend the tender briefing session should complete the reply slip at Annex A and fax it to the Director of Government Logistics (Attn.: Senior Supplies Officer (A)) on number (852) 2116 0102 before 1745 hours on 14 September 2017 . For planning purposes, the number of representatives of each prospective Tenderer is limited to two (2).

(c) Questions for clarification at the tender briefing session may be submitted in writing to the Commissioner of Correctional Services (Attn.: Senior Supplies Officer (Central Supplies)) on number (852) 2870 0563 on or before 1745 hours on 14 September 2017.

(d) In case Tropical Cyclone Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force for any duration at or after 1200 hours on 15 September 2017, the tender briefing session scheduled for that day will be cancelled and the Government will notify prospective Tenderers who have submitted a reply slip of the arrangement of the rescheduled tender briefing session.

38. Environmentally Friendly Measures


Part 2 - Terms of Tender (a) GLD is committed to implementing an Environmental Management System for government

procurement, provisioning, inspection, storage and distribution services in accordance with ISO 14001 standards. In this connection, Tenderers are requested to minimise the impact of their activities on the environment and to observe the guidelines in Guidance note GN-1 for contractors and suppliers of Government Logistics Department at Annex E.

(b) The following environmentally friendly measures are recommended in the preparation of the

Tender Documents:

(i) All documents should preferably be printed on both sides and on recycled papers. Paper exceeding 80 gsm is not recommended as a general rule.

(ii) Excessive use of plastic laminates, glossy covers or doubled covers should be avoided as

far as possible. Use of recyclable non-glossy art board paper as document covers is recommended.

(iii) Single line spacing should be used and excessive white space around the borders and in

between the paragraphs should be avoided.



Part 3 - Conditions of Contract 1. Contract Period

(a) Subject to any provisions for earlier termination or extension of this Contract, this Contract

shall be effective for a period of thirty-six (36) months commencing on 1 February 2018 or such other date as specified in the Letter of Acceptance (the “Commencement Date”), whichever is the later.

(b) Notwithstanding the above, the Government may by serving a written notice on the Contractor

no less than one (1) month prior to the expiry of Contract Period at its sole discretion extend the Contract Period for a period of up to three (3) months, commencing immediately upon expiry of the Contract Period on the same terms and conditions (except this Clause 1(b)).

2. The Goods (a) All Goods supplied by the Contractor to the Government under the Contract shall be of

merchantable quality, fit for purpose, and comply in all respects with the Technical Specifications.

(b) Notwithstanding Clause 2(a), the Goods will not be regarded to be “fit for purpose” unless: (i) if the Government has made known to the Contractor any particular purpose for which

the Goods are being bought, the Goods are reasonably fit for the purpose so disclosed by the Government, whether or not that is a purpose for which such goods are commonly supplied; and

(ii) to the extent consistent with any particular purpose referred to in (i) above, the Goods are fit for the purpose for which goods of that kind are commonly bought.

(c) The Contractor shall be liable to the Government under the terms of the Contract whether or

not the Goods are produced by it. (d) The Government shall provide the Contractor with drawings and information reasonably

required for the Contractor's guidance in the execution of the Contract free of charge. If required by the Government, the Contractor shall return all such drawings to the Government upon the expiry or early termination of the Contract.

(e) The Contractor shall ensure that the standard and quality of the Goods delivered to all Penal

Institutions are consistent throughout the Contract Period. (f) The Contractor shall guarantee that the storage conditions as recommended by the Producer

or the Importer of the Goods are being adhered to at all times prior to their receipt by the Government.


Part 3 - Conditions of Contract

3. Total Quantities (a) The Contractor irrevocably undertakes and agrees to sell and deliver to the Government, in

accordance with the terms and conditions of the Contract, such quantity of the Goods of total value up to one hundred and thirty per cent (130%) of the Estimated Contract Price.

(b) Notwithstanding Clause 3(a) and any other provision of the Contract, the Contractor agrees that the Government has no obligation to purchase from it such quantity of the Goods which in total value exceeds seventy per cent (70%) of the Estimated Contract Price.

(c) For the purposes of Clauses 3(a) and 3(b), the total value of the Goods shall be equivalent to the total Monthly Payments (defined in Clause 12(a) in this Part) for the entire Contract Period payable by the Government.

4. Order

(a) Whenever required by the Government by a written order signed by the Government Representative (“Order”) specifying:

(i) the quantity of the Goods to be supplied and delivered to the Government;

(ii) the destination for delivery of the Goods referred to in (i);

(iii) the date and time for delivery of the Goods referred to in (i); and

(iv) the conditions, if any, applicable to the delivery of the Goods referred to in (i),

the Contractor shall supply and deliver to the Government the quantity of the Goods so specified in the Order in accordance with the Order and the provisions of the Contract.

(b) Orders for the Goods will be placed by the Controlling Officers in the quantities as required by

individual Penal Institutions on an “as and when required” basis. Under normal circumstances, Orders will be placed and sent either by post or facsimile transmission to the Contractor.

(c) The Goods specified in an Order shall be delivered to the Government on an F.I.S. Hong Kong

basis at a Location or Locations as listed in Schedule D (Delivery Locations) in accordance with the delivery schedule as set out in Clause 17 (Delivery Requirements) of this Part.

(d) Time shall be of the essence as regards each delivery of the Goods specified in an Order. (e) In respect of each Order, the Contractor will, upon delivery of the Goods to the Locations

(each as specified in the Order), obtain a receipt from the Receiving Officer. For the avoidance of doubt, such receipt shall not constitute an acceptance or acknowledgement by the Government of (i) the Goods delivered, or (ii) the condition, quantity or the nature of such Goods.



(f) Notwithstanding any provision of the Contract, due delivery of any Goods to the Government shall not be regarded to have taken place unless and until such Goods are accepted by the Government pursuant to the Contract.

5. Documentation

The Contractor shall obtain all necessary export licences, certification and other documentation for the supply and delivery of the Goods to the Government in accordance with the Contract.

6. Inspection and Acceptance

(a) All Goods delivered to the Government shall be subject to inspections and/or testing as specified in the Contract, including without limitation the laboratory test and/or cooking test stated in the Technical Specifications, any normal tests for the Goods as required in Clause 24(d) of this Part, or any other inspection or test as the Government considers appropriate. The Contractor shall provide all reasonable assistance to the Government in relation to all such inspection and testing free of charge. Without prejudice to the generality of the foregoing, the Government Representative may by giving reasonable prior notice to the Contractor, inspect or test the Goods either in the form of a finished product or in the process of production.

(b) If required by the Government Representative, the Contractor shall deliver to the Government

Representative a proof note or a certificate showing that the Goods have been subjected to and passed the tests referred to in Clause 6(a) above.

(c) The Government Representative will delegate the daily responsibility for receiving and

inspecting the Goods to a number of Receiving Officers in the Penal Institutions. The Contractor shall produce, upon each delivery of Goods, a delivery note and a summary sheet to the Receiving Officer(s) of the Penal Institutions for inspection. The Contractor should (i) indicate in the delivery note, the total quantity/weight of the Goods ordered by/delivered to the relevant Penal Institutions; and (ii) indicate in the summary sheet the total weight of the Goods ordered, delivered to and the accumulated stock kept at the relevant Penal Institutions.

(d) No failure by the Government to make a complaint at any time of the inspection or testing, and no approval or consent given during or after such inspection or test shall constitute a waiver by the Government of any rights or remedies it has or may have in respect of the Goods. The Government reserves all its rights to reject the Goods whether under the provisions of the Contract, in law or otherwise.

(e) No Goods delivered to the Government shall be regarded to have been accepted by the

Government unless and until the earlier of: (i) the date on which the Controlling Officers of the Penal Institutions or the Receiving

Officer serves on the Contractor in respect of such Goods a written notice to the effect that the Government has unconditionally accepted those Goods (“Acceptance Note”); or



(ii) a period of thirty (30) days has expired from the date of a receipt issued under Clause 4(e) in respect of such Goods and no such Goods have been rejected by the Government.

7. Rejection of Goods

(a) (i) If any Goods supplied by the Contractor is not fit for purpose or of merchantable quality, or fails to comply with the Technical Specifications, the Contract Sample (if applicable) or other provisions of the Contract, notwithstanding any acceptance of the Goods by the Government pursuant to the Contract (including the Government’s issuance of an Acceptance Note), the Controlling Officer of a Penal Institution may reject those Goods by giving a written notice to the Contractor.

(ii) If any Goods supplied by the Contractor is in breach of any warranties as set out in

Clauses 24 and 28 below, the Controlling Officer of a Penal Institution shall be entitled to reject those Goods by giving a written notice to the Contractor (1) at any time before the expiry date or best of use date indicated in the packaging of the Goods or, (2) if no such date is indicated in the packaging, within the twelve (12) months from the date of delivery of the Goods.

(iii) For the purpose of this Clause 7:

“Rejection Notice” means the written notice issued by the Controlling Officer of a Penal Institution pursuant to Clause 7(a)(i) or 7(a)(ii) respectively.

“Rejected Goods” means any Goods rejected by the Government pursuant to Clause 7(a)(i) or 7(a)(ii).

(b) Upon receipt of a Rejection Notice, the Contractor shall, at its own cost and expense:

(i) replace the Goods and deliver such replacement Goods to the relevant Penal Institution within two (2) working days or such other period of time as specified by the Controlling Officer of the relevant Penal Institution; and

(ii) immediately remove the Rejected Goods.

(c) If the Contractor fails to remove and/or dispose of any Rejected Goods in accordance with Clause 7(b) above, the Government may remove and/or dispose of the Rejected Goods as it sees fit. The Government shall not be liable to the Contractor (in contract, tort or otherwise) in respect of such removal and/or disposal and the Contractor shall pay the Government all costs and expenses incurred by the Government for such removal and/or disposal.

(d) Risk in all Goods rejected or returned by the Government to the Contractor remains with the

Contractor (irrespective of the location of the Goods) and they shall be returned to the Contractor at the Contractor’s expense.

(e) The Contractor shall refund to the Government the purchase price paid for the Goods which have subsequently been rejected pursuant to this Clause plus interest.



(f) The interest referred to in Clause 7(e) above shall accrue from the original date of payment by the Government of such sum to be refunded up to the date of actual refund in full by the Contractor (as well after as before judgment) at the rate of five per cent (5%) above the rate per annum as announced by The Hongkong and Shanghai Banking Corporation Limited from time to time to be its prime lending rate for Hong Kong dollars. Such interest shall accrue on a daily basis in a year of 365 days.

8. Excess Goods (a) The Contractor acknowledges that, for each consignment, the quantity of Goods delivered to a

Penal Institution must agree with that actually specified in the Order for such Penal Institution.

(b) The Receiving Officer(s) of a Penal Institution is entitled to reject any excess goods and/or

any goods which are not specified in the respective Order (“Excess Goods”). (c) The Contractor shall at its own cost and expense remove any Excess Goods immediately from

the Penal Institution concerned if and when required by the Government. Otherwise, the Government may remove and/or dispose of the Excess Goods as the Government sees fit. The Government shall not be liable to the Contractor (in contract, tort or otherwise) in respect of such removal and/or disposal and the Contractor shall pay the Government all costs and expenses incurred by the Government for such removal and/or disposal.

(d) The Contractor acknowledges that any Excess Goods kept in the Penal Institutions shall

remain the property of the Contractor. The Contractor shall provide a monthly report to the Controlling Officers of the Penal Institutions indicating the accumulated stock of the Goods in case the quantity/weight of the Goods delivered are in excess of that ordered by the respective Penal Institutions. The Contractor shall collect such Excess Goods, if any, from the respective Penal Institutions upon the completion or the expiry of the Contract.

(e) For the avoidance of doubt, the Government will not pay for any Excess Goods unless Orders for such Goods are placed by Penal Institutions.

9. Disputes arising from Inspections / Rejections In the event of a dispute arising from the inspection and/or rejection of the Goods delivered, the Contractor should refer the matter to the CSD Headquarters in writing within seventy-two (72) hours with a copy of the correspondence to the Government Logistics Department. Correctional Services Department Headquarters

Address: Unit 2004-9, 20/F., Honour Industrial Centre, 6 Sun Yip Street, Chai Wan, Hong Kong

Attention: Senior Supplies Officer (Central Supplies)

with a copy to:



Government Logistics Department Address: 9/F., North Point Government Offices, 333 Java Road, North Point, Hong Kong

Attention: Senior Supplies Officer (A)

10. Places of Origin

The Government reserves the right to reject any Goods which were not produced in the place as specified in the Contract. The Contractor shall ensure that the Goods supplied are of the same source (in terms of the Producer and the place of origin) as stated in the Contract.

11. Survey Expenses

If the Government discovers any defect in the Goods, the Government may, at the costs and expenses of the Contractor, appoint a surveyor or an expert in the appropriate field to investigate into and/or establish the nature of the defect.

12. Payment

(a) In consideration of the Contractor’s due and proper performance of its obligations in

accordance with the Contract, the Government shall pay the Contractor for the Goods supplied and accepted to each Penal Institution in arrears on a monthly basis (“Monthly Payment”).

(b) The Monthly Payment in respect of a month shall be the quantity for the Goods supplied by

the Contractor at the Unit Price as set out in Schedule A (Price Schedule), subject to any payment discounts or deductions provided in the Contract, and in an amount rounding to the nearest two decimal places. Figure larger than or equal to 0.005 will be rounded up to 0.01 where figure below 0.005 will be rounded down to 0.00. For example, the amount of HK$110,003.445 will be rounded up to HK$110,003.45 while HK$110,003.444 will be rounded down to HK$110,003.44.

(c) The Monthly Payment will be made in Hong Kong dollars. If the Unit Price set out in

Schedule A (Price Schedule) is in US dollars, unless otherwise specified by the Contractor and agreed by the Director of Government Logistics, payment to the Contractor will be made in Hong Kong dollars and the conversion rate of US dollars to Hong Kong dollars shall be based on the official opening selling rate quoted by The Hongkong and Shanghai Banking Corporation Limited on the date of payment by the Government.

(d) The Unit Price shall be inclusive of all charges (including the costs of packaging, packing,

shipping, carriage, insurance, unloading of the Goods and inland freight, broker’s fees, custom house’s fees, duties, imposts and levies) and all other costs and charges for the sale and delivery of the Goods to the destination specified in the Orders.

(e) The Contractor shall invoice the Government for any payment of the Goods supplied to each

Penal Institution on a monthly basis. The Contractor shall state in each invoice:



(i) Order number of the deliveries;

(ii) the quantity and Unit Price of the Goods delivered;

(iii) the amount payable for the Goods accepted; and

(iv) such other information as the Government Representative may require from time to time.

(f) Invoices submitted by the Contractor will, subject to other provisions of this Contract, be

settled by the Government within thirty (30) days after (i) the date of acceptance of the Goods concerned in accordance with Clause 6(e) above; or (ii) the date of invoice, whichever is the later.

(g) Invoices and correspondence concerning payment shall be addressed to the Controlling

Officer(s) of the respective Penal Institution(s) or as may be otherwise advised by the Government Representative. The Government shall not be responsible for any delay in payment if invoices and correspondences are not sent and addressed in accordance with this Clause.

(h) Notwithstanding any provision of the Contract, the Government is entitled to withhold

payment to the Contractor under the Contract if:

(i) the Contractor fails to observe or perform any provision of the Contract;

(ii) the Government disputes on any reasonable ground its obligation to pay the amount in question;

(iii) the Government has reasonable grounds to believe that the Contractor is or will be liable

to the Government under any provision of the Contract for the loss or damage suffered by the Government; or

(iv) withholding of payment is required by any applicable law.

(i) No payment made by the Government under the Contract shall prejudice or carry any

implication whatsoever on any rights or cause of action which has accrued or may accrue, or any remedy available, to the Government in respect of any breach of the Contract by the Contractor.

(j) If the Contractor is located outside Hong Kong, Monthly Payment will be made by telegraphic

transfer according to the banking details provided in Schedule C (Other Information) according to Sub-clause (c) above. For the avoidance of doubt, all charges imposed by banks outside Hong Kong (whether payable by the Government or by the Contractor) shall be borne by the Contractor. In addition, any charges imposed by banks for carrying out any special request(s) by the Contractor shall be borne by the Contractor, or the Contractor shall reimburse the Government for the same if the Government has settled such charges with the banks.



13. Price Variation

(a) The Unit Price set out in Schedule A (Price Schedule) shall remain valid throughout the

Contract Period and shall only be subject to annual adjustment formula (if applicable) in accordance with Clause 13(b) below.

(b) (i) The Unit Price for the second and third years’ requirements may be adjusted annually

based on the average percentage change over the preceding twelve (12) months of the second and third year of the Contract respectively of the Consumer Price Index for “Rice” in Consumer Price Index (A) (“CPI(A)”) published by the Census and Statistics Department of the Government.

The Contractor may refer to the following web-site for reference: http://www.censtatd.gov.hk./hkstat/sub/so60.jsp

(ii) Should the above index cease to be published at any time during the Contract Period, a

suitable substitute (including the base index) as recommended by the Census & Statistics Department as an equivalence to the index will be used for computation. Failing such an equivalent substitute being recommended, a substitute as may be mutually agreed in writing between the Contractor and the Government will be used.

(iii) The following formula will be adopted for computation of the annual adjustment of the

Unit Price of the Goods for the second/third year of the Contract: (A - B) x 100 = percentage of increase or decrease B (rounded to the nearest 2 decimal places*)

Where “A” = The twelve (12) months’ average of the Consumer Price Index for “Rice” in CPI(A) for the first/second year of the Contract

“B” = The Consumer Price Index for “Rice” in CPI(A) for the month of the Tender Closing Date

*Illustrative examples:

Figure larger than or equal to 0.005 will be rounded up to 0.01 where figure below 0.005 will be rounded down to 0.00. For example, 7.445% will be rounded up to 7.45% while 7.444% will be rounded down to 7.44%.

(iv) Adjustment of the Unit Price will be made if there is an increase or decrease of “A”

against “B” as specified in the adjustment formula above. A supplementary credit/debit note covering the difference in total prices payable for the Goods delivered in the second or third year should be issued quarterly by the Contractor to the Government.

http://www.censtatd.gov.hk./hkstat/sub/so60.jsp



Example 1:

(100.59 – 93.70) x 100 = +7.35% 93.70

where 100.59 = The twelve (12) months’ average of the Consumer Price Index

for “Rice” in CPI(A) for the first year of the Contract and 93.70 = The Consumer Price Index for “Rice” in CPI(A) for the month

of the Tender Closing Date (e.g. October 2020)

The Unit Price for the second year of the Contract will be adjusted upward (i.e. +7.35%).

Example 2:

(89.00 – 93.70) x 100 = -5.02%

93.70

where 89.00 = The twelve (12) months’ average of the Consumer Price Index for “Rice” in CPI(A) for the second year of the Contract

and 93.70 = The Consumer Price Index for “Rice” in CPI(A) for the month

of the Tender Closing Date (e.g. October 2020) The Unit Price for the third year of the Contract will be adjusted downward (i.e. -5.02%).

(v) Price adjustment for the Unit Price as set out in Schedule A (Price Schedule) shall be calculated by multiplying the aggregate net invoice value of the month by the respective increase or decrease percentage of the same period referred to in Clauses 13(b)(iii) and 13(b)(iv) above. The total amount of price adjustments shall be rounded off to the nearest ten (10) cents.

14. Contract Monitoring

The Contractor shall provide a statement to the Director of Government Logistics [Attn.: Senior Supplies Officer (A) on fax no.: (852) 2116 0102] and the Commissioner of Correctional Services [Attn: Senior Supplies Officer (Central Supplies) on fax no.: (852) 2870 0563], every alternate month, an order statement showing the following particulars: (a) Contract number;

(b) Order number and date of the Order; (c) Order quantity of the Goods and the total value of each Order; (d) Delivered quantity and outstanding delivery quantity, where applicable, of the Goods; and



(e) Order value during the bi-monthly period and cumulative order value and period-end contract

balance value.

15. Contract Deposit (a) The Contractor shall have deposited with the Government within twenty-one (21) days from

the date of the Letter of Acceptance, a Contract Deposit of an amount equivalent to two per cent (2%) or six per cent (6%) (as the case may be) of the Estimated Contract Price of the Contract awarded in cash or by cheque or in the form of a banker’s guarantee (“Banker’s Guarantee”) duly issued by a licensed bank registered under section 16 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) in Hong Kong and approved by the Government Representative as security for the due performance of the Contract in the form set out in Schedule E (Form of Banker’s Guarantee for the Performance of a Contract). The Banker’s Guarantee shall come into effect on the date specified in the Letter of Acceptance.

(b) If the Contractor fails to comply with Clause 15(a), the Government may terminate the Contract immediately.

(c) Without prejudice to Clause 15(b), if the Contractor fails to comply with Clause 15(a), the Government may withhold from any sum due or payable by the Government to the Contractor from time to time, such amount which in aggregate does not exceed the amount of Contract Deposit payable to the Government under Clause 15(a). The Government may apply the amount so withheld to satisfy the Contractor’s obligation under Clause 15(a) in full or in part, and to the extent that the amount is so applied, the latter amount shall be treated as Contract Deposit paid in cash pursuant to Clause 15(a).

(d) The Government shall (without prejudice to any other rights and claims of the Government)

have the right to deduct from the Contract Deposit and in the event that the Contract Deposit is paid by way of a Banker’s Guarantee, to demand payment under the Banker’s Guarantee, in or towards satisfaction or discharge of any liability or sum owing by the Contractor to the Government under the Contract.

(e) The Contract Deposit (whether in cash, by cheque or in the form of a Banker’s Guarantee)

may be deducted or called on, without the Government first having recourse to any other security or rights or taking any other steps or proceedings against the Contractor or any other person, or may be enforced for any balance due after resorting to any one or more other means of obtaining payment or discharge of the monies, obligations and liabilities owing by the Contractor to the Government.

(f) If any deduction shall be made by the Government from the Contract Deposit or a call shall be

made on the Banker’s Guarantee during the continuance of the Contract, the Contractor shall, within twenty-one (21) days on demand in writing by the Government, deposit a further sum or provide a further Banker’s Guarantee, in a sum equal to the amount so deducted or so called which further sum shall be added to the residue of and form part of the Contract Deposit and, where applicable, the additional security amount required under Clause 15(a) above.

(g) If based on the Orders issued by the Government under Clause 4(b), the Government

determines that the total contract price payable by it for such Orders is likely to exceed the



Estimated Contract Price, the Government may, by written notice to the Contractor, require the Contractor to submit to the Government such additional amount as further Contract Deposit such that the Contract Deposit shall at all times during the Contract Period be an amount equivalent to two per cent (2%) (or six per cent (6%), if the Contractor has failed to submit adequate information for financial vetting or has failed in the financial vetting) of the Estimated Contract Price specified by the Government in the notice.

(h) If a notice is issued by the Government under Clause 15(g), the Contractor shall within twenty-one (21) days deliver to the Government the additional amount of further Contract Deposit required in the notice in cash, or by cheque or in the form of a further Banker’s Guarantee. The further Banker’s Guarantee must comply with the requirements in Clause 15(a) and shall come into operation on the date of its execution. A further Contract Deposit paid by the Contractor to the Government shall form part of the Contract Deposit.

(i) If the Contractor fails to replenish the Contract Deposit in accordance with

Clause 15(f), 15(g) or 15(h) above, without prejudice to any other rights or remedies which the Government has or may have against the Contractor, the Government may terminate the Contract forthwith by notice in writing to the Contractor.

(j) The Contract Deposit, whether paid by way of cash or banker’s guarantee shall be returned to the Contractor or release without interest until (a) the date falling three (3) months after the expiry of the Contract; or (b) the date on which all the obligations and liabilities of the Contractor under the Contract have been duly carried out, completed and discharged in accordance with the Contract, whichever is the later.

16. Delivery Locations (a) The Contractor shall deliver the Goods to the Penal Institutions of CSD as listed in

Schedule D (Delivery Locations) in accordance with the Orders and the provisions of the Contract.

(b) The Government may make any change to the list of Penal Institutions in Schedule D

(Delivery Locations) during the Contract Period by giving to the Contractor a written notice of not less than three (3) working days in advance.

17. Delivery Requirements (a) Applicable to delivery by vehicle

(i) The Contractor shall deliver the ordered Goods within three (3) working days from the

date of an Order to the designated unloading zone of a Penal Institution accessible by vehicles.

(ii) The Contractor shall, at its own cost and expense, obtain all necessary permits, such as Closed Road Permit for Lantau Closed Roads and Prohibited Zone Permit for Tung Chung Road, for all vehicles for accessing to the Penal Institutions on Lantau Island.



(b) Applicable to delivery by marine vessel

(i) The Contractor shall deliver the ordered Goods within five (5) working days from the

date of an Order to the Penal Institutions located on the outlying islands (other than those located on Lantau Island and accessible by vehicles).

(ii) The Contractor shall deploy its own staff resources to deliver and unload the Goods onto

the designated pier of Hei Ling Chau at the time or times specified or agreed by the Controlling Officers of the Penal Institutions on Hei Ling Chau. Though the Government will receive the delivered Goods at the designated pier(s) of Hei Hing Chau and arrange the subsequent land transport to deliver the Goods from the pier(s) to the Penal Institution(s), the Goods being carried by the Government’s vehicles and/or trolleys are at the risk of the Contractor and the Government accepts no responsibility whatsoever. Subject to the approval of the Controlling Officer(s) of individual Penal Institutions, the Contractor may appoint an employee to oversee the Goods until they are unloaded at and accepted by the respective Penal Institutions.

(c) The Contractor shall ensure that all deliveries shall be made between 0900 and 1300 hours,

subject to a pre-set schedule to be agreed with the Controlling Officer(s) of individual Penal Institutions. The Contractor should unload the Goods at the designated unloading zone of a Penal Institution or the designated pier as quickly as possible.

(d) The Contractor shall at its own cost and expense provide the delivery vehicles and/or marine

vessel(s) and all necessary facilities, including nylon nets and planks, to deliver and facilitate the loading/unloading of the Goods. The Contractor shall ensure that all such facilities are in good working condition and shall arrange for their replacement whenever necessary at the Contractor’s own cost and expense. The Contractor shall also ensure that the sizes and weights of the motor vehicles are suitable for delivery to and manoeuvring inside the Penal Institutions requiring land delivery.

(e) The Contractor shall deploy a dedicated delivery team of regular employees to perform

delivery of the Goods to any of the Penal Institutions. (f) The Contractor shall take all necessary measures to protect the Goods delivered from rain and

direct sunlight and shall use insulated containers for delivery where necessary. (g) The Contractor acknowledges and agrees that:

(i) the Controlling Officer of a Penal Institution can introduce special and precautionary arrangements for the purpose of health and safety from time to time and/or in response to epidemic outbreaks; and

(ii) the Contractor will comply with such special and precautionary arrangements as required

by the Government. (h) The Contractor notes that, normally, at least one (1) delivery will be required per week for the

locations specified in Group I of Schedule D (Delivery Locations). However, the Government reserves its right to require more frequent delivery, whenever necessary. The Contractor also acknowledges and agrees that:



(i) it shall ensure that deliveries will be made in anticipation of typhoon signals, black

rainstorm signals or warnings for other severe weather conditions and will be made as soon as possible when the weather conditions permit; and

(ii) if any severe weather warnings (including tropical cyclone signals, rainstorm warning

signals) are in force, detailed delivery arrangements shall be worked out with Government Representative or the Controlling Officer of a Penal Institution as necessary.

(i) The Contractor shall ensure that all its employees deployed in carrying out the delivery

services under the Contract shall stay in such parts of the Government premises as are necessary for the due discharge of the Contractor’s obligations under the Contract.

(j) The safety of any craft, vessel and vehicle used by the Contractor and brought alongside or

onto the Government premises, piers or wharves, as the case may be, shall be the sole responsibilities of the Contractor and the Contractor shall indemnify the Government in respect of any loss or damages to such Government premises, piers or wharves.

18. Provision of Motor Vehicles and Marine Vessel(s) (a) (i) The Contractor agrees, undertakes and warrants that it owns or has acquired through a

rental contract at least three (3) motor vehicles for delivery of the Goods to the Penal Institutions (including those Penal Institutions located on Lantau Island) accessible by vehicles.

(ii) The Contractor shall, within two (2) weeks from the annual renewal of the vehicle

registration licence, submit a copy of valid vehicle registration licence issued by the Transport Department for each of the vehicles to the Government Representative for record purpose.

(b) (i) The Contractor agrees, undertakes and warrants that it owns or has acquired through a

rental contract at least one (1) marine vessel for delivery of the Goods to the Penal Institutions accessible only by vessels.

(ii) The Contractor shall, within two (2) weeks from the annual renewal of the operating

licence of the marine vessel, submit a copy of the valid operating licence issued by the Marine Department for the marine vessel to the Government Representative for record purpose.

(c) The Contractor must ensure that the marine vessel(s) deployed for execution of the Contract

shall be equipped with the necessary lifting appliance and equipment which have been properly certified in accordance with the prevailing Code of Practice issued by the Marine Department under section 45A of the Merchant Shipping (Local Vessels) Ordinance (Chapter 548 of the Laws of Hong Kong) to ensure the safe delivery of the Goods to the destination(s).

(d) The Contractor shall not change the motor vehicles and/or marine vessel(s) deployed for the

performance of the Contract without the prior written approval of the Government. If the



Contractor proposes to change the motor vehicles and/or marine vessel(s), it shall submit details of the proposed replacement of motor vehicle(s) and/or marine vessel(s) to the Government for approval at least one (1) week before the date of the proposed change.

19. Packing Requirements

(a) The Contractor undertakes that:

(i) the Goods supplied shall be marked and labelled in accordance with any law, regulation or code of practice applicable in Hong Kong;

(ii) the weight of each pack of the Goods supplied shall not be more than 25 kg; and (iii) if the Goods in its original packaging as provided by the Producer or its authorised

distributor(s) is more than 25 kg per pack, the Contractor shall repack the Goods such that the Goods shall be packed (1) in clean and sturdy sacks strongly sewn or sealed; and (2) in not more than 25 kg per pack.

(b) The Contractor agrees that the packaging of the Goods and any subsequent changes shall be

approved by the Government and the Receiving Officer will have the absolute discretion to reject the Goods which packaging is different from the approved ones.

20. Work Plan and Contingency Plan

(a) The Contractor shall prepare a work plan and a contingency plan in accordance with the instructions in Annex D, and submit them to the Government Representative for his approval within two (2) weeks from the date of the Letter of Acceptance.

(b) If in the reasonable opinion of the Government Representative that the submitted work plan

and/or contingency plan is/are not detailed enough and/or not workable, the Contractor shall revise the plan(s) to the satisfaction of the Government Representative. The work plan and the contingency plan submitted by the Contractor and approved by the Government shall be referred to as “Work Plan” and “Contingency Plan”.

(c) The Contractor shall ensure that its employees will follow strictly the procedures and practices

set out in the Work Plan when delivering the Goods to the Government throughout the Contract Period.

(d) If the Contractor is unable to deliver the required quantity of the Goods for any reason not

caused by the Government, the Contractor shall immediately activate the Contingency Plan mentioned in Clause 20(b) above. Failure by the Contractor to activate the said Contingency Plan in case of any disruption in supply shall be regarded as a material breach of the Contract.

21. Security Requirements (a) For security reasons, each of the Contractor’s employees who are required to enter into a

Penal Institution will be subject to security checks as required under Prisons Ordinance



(Chapter 234 of the Laws of Hong Kong) (“Security Check”). The Contractor shall only deploy employees who have passed the Security Check to deliver the Goods to the Penal Institutions. It will be regarded as a material breach of the Contract if the Contractor deploys any persons who have not been subject to the Security Check or who have failed in the Security Check to deliver any of the Goods to any of the Penal Institutions.

(b) For the purpose of conducting the Security Check as required under Clause 21(a) above, the

Contractor shall provide the Government Representative with all necessary information of its employees as required by the Government at least seven (7) working days from the date of Letter of Acceptance. In case there is any change to the Contractor’s employees who will be deployed for carrying out the delivery, the Contractor shall provide the Government Representative with all necessary information of the proposed additional/replacement employee(s) at least seven (7) working days before the proposed change. The Contractor is regarded to have agreed to, and to have obtained from each individual whose information (including without limitation personal data) is provided in the Contract, his consent for disclosure, use and further disclosure by the Government of such information for the purpose of conducting the Security Check.

(c) Before the Contractor’s delivery team, motor vehicle(s) and/or marine vessel(s) enter into the

unloading zone of a Penal Institution or the designated pier(s), whichever is applicable, the Controlling Officer of such Penal Institution may, at his sole discretion and for security reasons, carry out inspection on (i) members of the Contractor’s delivery team and/or (ii) the motor vehicle(s) and/or (iii) marine vessel(s) deployed for delivery of the Goods to the Penal Institution. The Contractor shall ensure that the tools or other articles prohibited under section 18 of the Prisons Ordinance, (Chapter 234 of the Laws of Hong Kong) will not be mixed with the Goods during delivery to the Penal Institutions. It will be regarded as a material breach of the Contract if any of the Contractor’s employees, motor vehicles and marine vessel(s) are found to have brought into or in any other manner introduce or convey into any of the Penal Institutions or convey to any persons who are in the legal custody of CSD any unauthorised articles as defined under section 18 of Prisons Ordinance, (Chapter 234 of the Laws of Hong Kong). The Contractor shall also note that it will be an offence if any person commits a breach of section 18 of Prisons Ordinance, (Chapter 234 of the Laws of Hong Kong).

(d) The Government shall be entitled to forthwith terminate the Contract pursuant to Clause 32(a)

if the Contractor has committed five (5) or more breaches of any stipulated conditions in Clause 21(a) and/or Clause 21(c). For the avoidance of doubt, each type and each instance of failure will be counted as one (1) breach.

(e) For security reasons, the recording function of the reversing video device installed in any

motor vehicle(s) or other vehicle(s) deployed for the discharge of the Contractor’s obligations under the Contract must be switched off within the premises of any CSD offices or Penal Institutions. The Contractor shall observe and comply with all laws, by-laws and regulations on road traffic at all times within the premises of any CSD offices or Penal Institutions.

22. Food and Safety Personnel

(a) The Contractor shall appoint at least one (1) employee in its management team as the Hygiene Manager who shall be responsible for ensuring that the Goods supplied under the Contract



are in compliance with local government health and safety regulations, including regulations administered by FEHD and the Department of Health. The Hygiene Manager shall possess the qualifications as set out in Paragraph 9(a) of the Terms of Tender.

(b) The assigned Hygiene Manager shall not be replaced unless prior written approval has been

given by the Government Representative. If there is any change to the Hygiene Manager, the Contractor shall at least two (2) weeks before the proposed change, submit the curriculum vitae of another proposed hygiene manager to the Government Representative for his approval.

23. Contractor’s Representative The Contractor shall appoint one (1) of its employees as the Contract Manager who shall have the responsibility and commensurate authority for the overall progress of the Contract and to whom all questions regarding the Contract can be referred to. For the purpose of this Clause, the Contractor shall within one (1) week from the date of the Letter of Acceptance provide the Government Representative with the name and contact information of its assigned Contract Manager. If there is any subsequent change to the assigned Contract Manager, the Contractor shall notify the Government Representative at least seven (7) days before the change.

24. Health and Safety Regulations

(a) The Contractor warrants that:

(i) the Goods supplied under the Contract shall conform in all respects to the requirements of the applicable laws and Government health and safety regulations, including regulations administered by FEHD or the Department of Health, such as Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong);

(ii) the Goods are not adulterated or misbranded and are not articles which may not be sold

in Hong Kong under any applicable law, regulation or code of practice; and

(iii) the Contractor shall state the place of origin of the Goods supplied when required by the Government and at all times throughout the Contract follow the handling methods stipulated by the Government at the Government discretion in safeguarding food hygiene and prevention of epidemic outbreaks.

(b) The Contractor undertakes that all premises (including storage/packing area, passages and

loading/unloading area), motor vehicles and/or marine vessel(s) used in connection with this Contract (collectively referred as “facilities”) shall be kept clean and in good order. The Contractor agrees that the facilities shall be open to inspection by the Government Representative or his authorised persons at all times during the Contract Period. The Government reserves the right to reject delivery of any Goods if the Government is dissatisfied with the conditions of the Contractor’s facilities.

(c) The Contractor shall, if required by Government, provide a laboratory report issued by an

Independent Accredited Laboratory at the Contractor’s own cost and expense, supporting that the Goods supplied are in compliance with Clause 3 of the Technical Specifications, free from



harmful substance and conform in all respects to the requirements of applicable laws and Government health and safety regulations, including regulations administered by the FEHD or the Department of Health.

(d) The Contractor shall acknowledge that the Goods would be subjected to the normal tests or such tests as the Government Representative may reasonably require.

25. Governing Law

The Contract shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong in relation to any matters arising out of the Contract.

26. Emergency and Reserve Stock

(a) Emergency Stock at Penal Institutions

(i) The Contractor shall at all times during the Contract Period keep at each of the Penal Institutions as listed in Schedule D (Delivery Locations) not less than 20% of the average monthly consumption of the Goods (“the emergency stock”) for that Penal Institution.

(ii) While the emergency stock shall remain the property of the Contractor subject to

Clause 26(d)(iii) below, the Contractor shall ensure that the emergency stock is always maintained in good condition. The Contractor shall replace the emergency stock with fresh supplies when the expiry date of the emergency stock will lapse within a period of less than four (4) months. The Contractor shall then replace the Goods by the same quantities from the regular supplies at least once every month or on a continuous “first-in-first-out” basis.

(iii) The Contractor shall verify in writing with the respective Penal Institutions, at least once

a month, the quantity of the emergency stock and that the emergency stock meets the expiry date requirement as mentioned in Clause 26(c)(ii) above.

(iv) Any emergency stock not in good condition shall immediately be replaced by the

Contractor without additional cost to the Government. (v) The Penal Institutions on Hei Ling Chau will arrange road transport for returning the

emergency stock to the pier on Hei Ling Chau at agreed times. The Contractor shall provide labour for immediate removal and loading of the replaced emergency stock onto its own marine vessel(s) at the pier.

(vi) The emergency stock shall be kept at the Contractor’s own risk and without any liability

whatsoever to the Government. The Government will, however, take reasonable steps to ensure that the areas allocated for storage of the emergency stock are suitable for the purpose.

(vii) In the event the Contractor fails to supply the Goods for whatever reason, without

prejudice to the Government’s right and remedies under the provisions of this Contract,



the Government may consume the emergency stock deposited by the Contractor in the Penal Institutions and will settle the cost of the Goods concerned in accordance with the Unit Price set out in Schedule A (Price Schedule).

(viii)It is the responsibility of the Contractor to work with the Controlling Officers of the

Penal Institutions for collecting all of the emergency stock kept at each Penal Institution after the early termination or expiry of the Contract. The Government will dispose of all of the emergency stock if they are not collected one (1) month after the early termination or expiry of the Contract.

(b) Reserve Stock at the Contractor’s Warehouse

(i) The Contractor shall maintain, at its own cost and expense, a reserve stock of at least one (1) month’s requirement (i.e. the average monthly consumption of one year) of the Goods in its warehouse which must be located in Hong Kong.

(ii) The Government reserve the right to :

(1) inspect the Contractor’s warehouse where the reserve stock required under

Clause 26(b)(i) above is being maintained; and (2) conduct verification on the quantity of the reserve stock maintained by the

Contractor for the purpose of this Contract.

(iii) The Contractor shall provide detailed address of the warehouse and provide all reasonable assistance to the Government Representative in conducting the inspection upon request by the Government Representative.

27. Contractor's Acknowledgement and Contract Performance

(a) The Contractor acknowledges and agrees that it has been supplied with sufficient information to enable it to supply to the Government the Goods, which shall comply fully with all aspects of the Technical Specifications, Contract Sample (if applicable) and other provisions of the Contract. The Contractor shall not be entitled to any additional payment nor be excused from any liability under the Contract as a consequence of any misinterpretation by the Contractor of any matter or fact relating to the Technical Specifications or any other provisions of the Contract.

(b) The Contractor further acknowledges that the Government relies on the skill and judgment of

the Contractor in the supply of the Goods and the performance of its obligations under the Contract.

(c) The Contractor shall perform its obligations under the Contract:

(i) with appropriately experienced, qualified and trained personnel and with all due care, skill

and diligence;

(ii) in accordance with Good Industry Practice; and



(iii) in compliance with all applicable laws.

(d) The Contractor shall be responsible for the accuracy of all drawings, documents and information supplied by the Contractor to the Government in connection with the Goods. Without prejudice to any other provisions of the Contract, the Contractor shall indemnify the Government against all losses and damages arising from, and costs and expenses incurred in connection with, any discrepancies, errors or omissions therein.

28. Warranties and Representations

(a) The Contractor warrants, represents and undertakes that:

(i) the Goods conform in all respects to the Technical Specifications and the Contract Sample (if applicable);

(ii) the Goods are free from any defects and are fit and sufficient for any particular purpose made known to the Contractor by the Government and to the extent consistent with such particular purpose, for other purposes for which such Goods are ordinarily used;

(iii) all consents, approvals, licences and certificates have been duly obtained for the

production, sale, supply and use of the Goods and the use of the Goods by the Government will not contravene any applicable laws;

(iv) the Contractor has full power, capacity and authority to enter into the Contract and to

perform its obligations under the Contract;

(v) the Contract constitutes valid, legally binding obligations of the Contractor enforceable in accordance with its terms;

(vi) all authorisations, approvals, consents, licences, exemptions and other requirements of

any governmental, administrative or other authority or body in any relevant jurisdiction which are required to authorise the Contractor to execute, deliver and perform the Contractor’s obligations under the Contract (including where its procedures so require, the consent of its parent company) have been duly and unconditionally obtained and are in full force and effect;

(vii) all information supplied, and statements and representations made by or on behalf of the

Contractor in or in relation to its tender and the Contract are true, accurate and complete;

(viii) no claim is being made and no litigation, arbitration or administrative proceeding is presently in progress, or to the best of the Contractor’s knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract;

(ix) it is not subject to any contractual obligation, compliance with which is likely to have a

material adverse effect on its ability to perform its obligations under the Contract;

(x) no proceedings or other steps have been taken and not discharged (nor to the best of its knowledge, are threatened) for the winding up or bankruptcy of the Contractor or for its



dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar office in relation to any of the Contractor’s assets or revenue;

(xi) it owns, has obtained and is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract;

(xii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or on its ability to fulfil its obligations under the Contract; and

(xiii) each of the Contractor and the Goods shall comply with all applicable laws of Hong

Kong and the place where the Goods are produced or exported to Hong Kong, and all orders and regulations promulgated by the Government from time to time.

(b) The warranties, representations and undertakings, expressed or implied, contained in

Clause 28(a) and other provisions of the Contract (collectively, “Warranties” and each, a “Warranty”) shall be true without limitation in time, save that in case of any Warranty expressed to be effective during the Contract Period, it shall be true on each day of the Contract Period as if it is repeated on each such day.

(c) Each of the Warranties shall be separate and independent and without prejudice to any other

Warranty, and shall not be limited by reference to or inference from any other Warranty or any other provision of the Contract.

(d) Unless otherwise expressly excluded from or provided to the contrary in the Contract, the

rights, duties and liabilities imposed on a seller and the rights conferred on a buyer under the Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) apply to bind the Contractor and the Government respectively.

29. Intellectual Property Rights (a) The Contractor warrants that the Goods supplied under the Contract and the process for their

production do not infringe the Intellectual Property Rights of any third party. (b) The Contractor shall notify the Government in writing immediately if any claim for

infringement or alleged infringement of any Intellectual Property Rights is lodged against it whether during or after the expiry of the Contract Period in respect of the Goods.

(c) All Intellectual Property Rights in any guidance, specifications, instructions, toolkits, plans,

data, drawings, databases, patents, patterns, models, designs and other material (collectively, “IP Materials”):

(i) furnished to or made available to the Contractor by or on behalf of the Government shall

remain the property of the Government; and

(ii) prepared by or for the Contractor for use, or intended use, in relation to the performance by the Contractor of its obligations under the Contract shall belong to the Government.



(d) The Contractor hereby assigns to the Government, with full title guarantee, all Intellectual Property Rights which may subsist in the IP Materials referred to in Clause 29(c)(ii). The assignment shall take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Contractor. The Contractor shall execute all documents reasonably required by the Government to give effect to the assignment.

(e) The Contractor waives and shall procure a waiver of all moral rights (whether past, present or

future) subsisting in copyright produced by the Contractor in the performance of the Contract. In this Clause, “moral rights” means the moral rights referred to in the Copyright Ordinance (Chapter 528 of the Laws of Hong Kong).

(f) The Contractor further undertakes to procure that each third party owner of any Intellectual

Property Rights that are or which may be used to perform the Contract grants to the Government a non-exclusive licence, or if it is a licensee of those rights, shall grant to the Government an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual Property Rights in the same. The licence or sub-licence shall be non-exclusive, irrevocable, worldwide, perpetual, royalty-free, transferable and sub-licensable. Without prejudice to the foregoing, the Government may novate, transfer or assign the licence or sub-licence, or further sub-license it to any replacement contractor or any other third party supplying services to the Government.

(g) Without prejudice to any other provision of the Contract, the Contractor shall indemnify the

Government and keep the Government fully and effectively indemnified against all claims, actions, proceedings, liabilities, losses, damages, demands, charges, costs and expenses of whatsoever nature arising from or in relation to any infringement or alleged infringement of any Intellectual Property Rights in connection with the use or possession of the Goods by the Government.

(h) In the event of a claim being received by the Government alleging or the Government having

grounds to believe that the Goods supplied hereunder are infringing copies or have otherwise infringed the Intellectual Property Rights of a third party, the Government may:

(i) forthwith terminate the Contract in respect of the Goods not yet received by the

Government; or (ii) suspend the performance of the Contract until the claim in question is resolved to the

satisfaction of the Government provided that the election to suspend performance under the Clause shall not preclude the Government from terminating the Contract any time thereafter.

(i) The Government shall not be liable to pay any cost or compensation to the Contractor by

reason of any termination under Clause 29(h) irrespective of whether the Goods are later found by a court of law to have infringed any person’s Intellectual Property Rights or not.

(j) The rights of the Government under Clauses 29(h) and 29(i) shall be without prejudice to the

provisions of Clauses 29(b) and 29(g).



30. Amendment

(a) Save and to the extent expressly provided for in the Contract which enables the Government to, on its own, make such supplement or amendment to the terms of the Contract in accordance with the terms thereof (including without limitation Clause 30(b) below), no waiver, cancellation, alteration, amendment of or to the provisions of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties hereto.

(b) The Government reserves the right to modify the Technical Specifications by giving no less than one (1) month’s notice and to require the Contractor to comply with such modifications. Where in the reasonable opinion of the Government a proposed modification is substantial, the Government will seek the agreement of the Contractor concerning the scope of such modification, and any resulting increase or decrease of the Unit Price specified in Schedule A (Price Schedule) arising from such modification.

31. Liabilities and Indemnities

(a) Neither the Government nor any of its employees or agents shall be under any liability whatsoever for or in respect of:

(i) any loss of or damage to any of the Contractor's property or that of its employees or

agents however caused (whether by any Negligence of the Government or any of its employees or agents or otherwise); or

(ii) any injury to or death of the Contractor (in the case where the Contractor is a natural

person) or any of its employees or agents, save and except any such injury or death caused by the Negligence of the Government or any of its employees or agents.

(b) Without prejudice to any other provision of the Contract, the Contractor shall indemnify each

of the Government and its employees and agents (each an “Indemnified Person”) against:

(i) any and all claims (whether or not successful, compromised, settled, withdrawn or discontinued, in whole or in part), actions, investigations, demands, proceedings or judgments, joint or several, threatened, brought or established against an Indemnified Person (“Claims”); and

(ii) any and all liabilities, losses, damages, costs, charges or expenses (including (i) all legal

fees and other awards, costs, payments, charges and expenses and (ii) any loss or damage sustained by or any injury to or death of any person in consequence of any Negligence of the Contractor or any of its employees, subcontractors or agents) which an Indemnified Person may pay or incur as a result of or in relation to any Claims,

which in any case arise directly or indirectly in connection with, out of or in relation to:

(1) the performance or breach of any provisions of the Contract by the Contractor, its

employees, agents or subcontractors; (2) the negligence, recklessness, tortious acts or wilful omission of the Contractor, its

employees, agents or subcontractors;



(3) any default, unauthorised act or wilful misconduct of the Contractor, its employees,

agents or sub-contractor(s); or (4) the non-compliance by the Contractor, its employees, agents or sub-contractor(s) with

any applicable law, or regulation, order or requirement of any government agency or authority.

(c) The indemnity under Clause 31(b) shall not apply to any injury or death caused by the

Negligence of an Indemnified Person. (d) In the event of any person suffering any injury or death in the course of or arising out of the

Contract and whether there be a claim for compensation or not, the Contractor shall verbally inform the Government Representative as early as practicable and deliver to the Government a written report within seven (7) working days after the occurrence of the injury or death, or on an earlier date specified by the Government Representative.

(e) For the purposes of this Clause, “Negligence” shall have the same meaning as that assigned to

it in section 2(1) of the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong).

(f) The indemnities, payment and compensation given in pursuance of the Contract by the

Contractor shall not be affected or reduced by reason of any failure or omission of the Government in enforcing any of the terms and conditions of the Contract.

32. Termination of the Contract

(a) The Government shall be entitled to forthwith terminate the Contract if:

(i) the Contractor persistently fails to deliver the Goods in accordance with Clause 17 (including the time stipulations set out therein); for the purpose of this Clause, five (5) or more failures over any six (6) months’ period shall be deemed to be such persistent failure;

(ii) the Contractor persistently delivers underweight Goods or fails to comply with or

observe any of its other obligations (including its obligations to deliver replacement Goods by the date specified by the Government under Clause 7(b)(i)); for the purpose of this Clause, the same type of failure occurring three (3) times or more during a period of six (6) months shall be deemed to be a persistent failure;

(iii) the Contractor has committed a breach of any provisions in Clause 21(a) and/or

Clause 21(c) five (5) or more times during the Contract Period; (iv) the Contractor, or an associate or associated person (as defined in Clause 35) of the

Contractor, or a director or any other officer in the management position of the Contractor or of such associate or associated person (who has been in such office any time during the thirty-six (36) months preceding the Contract Period or during the Contract Period) has been convicted of any criminal offence in Hong Kong based on any acts committed in the bidding or performance of any contract awarded by the



Government (including without limitation any offence of conspiracy to defraud the Government);

(v) the Contractor abandons the Contract in part or in whole; (vi) the Contractor assigns or transfers or purports to assign or transfer all or any part of the

Contract or all or any of its rights or obligations thereunder without the prior written consent of the Government;

(vii) a false, inaccurate or incomplete statement or representation or forged document is contained in the tender during the tendering process for the Contract or in any other tender submitted by the Contractor in response to another invitation to tender of GLD at any time prior to the Tender Closing Date or any time between the Tender Closing Date and the award of the Contract, or a promise or a proposal is made in the tender during the tendering process for the Contract knowingly or recklessly that the Contractor will not be able to fulfil or deliver such promise or proposal;

(viii) the Contractor commits a fundamental breach of any term of the Contract; (ix) the Contractor is in breach of any other provision of the Contract which in the opinion of

the Government is not capable of remedy; (x) the Contractor commits a breach of any other provision of the Contract which is capable

of remedy and fails to remedy the same within seven (7) days of service of notice by the Government (or such longer period as specified in the notice) requiring such remedy;

(xi) the Contractor or any officer (including director), employee or agent of the Contractor

commits an offence under the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong) or any law of a similar nature in relation to the Contract or any other contract made by the Contractor with the Government; or

(xii) the Contractor is in breach of its warranties or undertakings under the Contract.

(b) The Government may also by a written notice to the Contractor terminate the Contract immediately upon the occurrence of any of the following events: (i) a proposal is made for a voluntary arrangement or any other composition, scheme or

arrangement with, or assignment for the benefit of, the Contractor’s creditors; (ii) a shareholders or members meeting is convened for the purpose of considering a

resolution that it be wound up or a resolution for its winding-up is passed (other than voluntarily for the purpose of bona fide reconstruction or solvent amalgamation) (applicable if the Contractor is an incorporated body);

(iii) a petition is presented for the winding up or bankruptcy of the Contractor, which is not

dismissed within fourteen (14) days after the petition is presented; (iv) the Contractor is or becomes insolvent, or any order is made for the Contractor’s

bankruptcy;



(v) an administrator, administrative receiver, receiver or similar officer is appointed over the whole or any part of the Contractor’s business or assets;

(vi) the Contractor suspends or ceases, or threatens to suspend or cease, to carry on all or a

substantial part of its business; (vii) the Government reasonably apprehends that any of the events mentioned above is about

to occur; or (viii) a Force Majeure Event occurs in such manner entitling the Government to terminate the

Contract under Clause 44(g).

(c) Notwithstanding the foregoing, the Government Representative shall be entitled to terminate the Contract without entitling the Contractor to any compensation whatsoever by giving one (1) month’s notice in writing to the Contractor.

(d) Any termination hereunder shall be without prejudice to any antecedent right and obligation of either party.

33. Consequences of Termination

(a) Upon expiry or early termination (howsoever occasioned) of the Contract (“Termination”):

(i) the Contract shall be of no further force and effect, but without prejudice to:

(1) the Government’s rights and remedies under the Contract or otherwise at law against the Contractor arising from antecedent breaches of the Contract by the Contractor (including any breach(es) which entitles the Government to terminate the Contract);

(2) the rights and remedies which have accrued to a party prior to the Termination; and

(3) the continued existence and validity of those provisions which are expressed to or

which in their context by implication survive Termination of the Contract (however occasioned);

(ii) the Government shall not be responsible for loss (including any direct or indirect loss,

any loss of revenue, profit, business, contract or anticipated saving), damages (including any direct, special, indirect or consequential damages of whatsoever nature) or any cost or expense, suffered or incurred by the Contractor arising out of or in relation to the Termination;

(iii) without prejudice to the other rights and remedies of the Government, in the case if the

Contract is terminated pursuant to Clause 32(a) or 32(b) above, the Contractor shall be liable for all losses, damages, costs and expenses incurred by the Government arising from the Termination including without limitation the excess contract price payable by the Government for procuring similar goods under a separate contract in comparison with the price for such Goods as specified in the Price Schedule for the terminated portion of the original Contract Period;



34. Set-off

Where the Contractor has incurred any liability to the Government, whether at law or in equity and whether such liability is liquidated or unliquidated, the Government may set off, whether at law or in equity, the amount of such liability against any sum then due or which at any time thereafter may become due from the Government to the Contractor under the Contract or any other contracts made between the Government and the Contractor.

35. Conflict of Interest

(a) The Contractor shall during the Contract Period and for three (3) months thereafter:

(i) ensure that it (including each and every employee of the Contractor) and each of its sub-contractors and each of their respective employees, officers and agents engaged in the discharge of the obligations hereunder, and each of their respective associates and associated persons, shall not undertake any service, task, or job or do anything whatsoever for or on behalf of any third party (other than in the proper performance of the Contract) which conflicts or which may be seen to conflict with the Contractor’s duties or obligations under the Contract without the prior written approval of the Government (which approval shall not be unreasonably refused or delayed); and

(ii) forthwith notify the Government in writing of all or any facts which may reasonably be

considered to give rise to a situation where the financial, professional, commercial, personal or other interests of the Contractor or any of the Contractor’s subcontractors or any of their respective employees, officers and agents deployed for the performance of the Contractor’s obligations hereunder or their respective associates or associated persons, conflict or compete, or may be seen to conflict or compete, with the Contractor’s duties or obligations under the Contract.

(b) The Contractor shall ensure that each of its associate and associated person, each of its

sub-contractors and each of their respective employees, officers and agents deployed in the performance of the Contractor’s obligations hereunder and their respective associates and associated persons shall keep themselves informed and inform the Contractor and keep it informed regularly of all facts which may reasonably be considered to give rise to a situation in which the financial, professional, commercial, personal or other interests of such persons, conflict or compete, or may be seen to conflict or compete, with the Contractor’ obligations under this Contract.

(c) In the Contract:

(i) “associate” in relation to any person means:

(1) a relative or partner of that person; or

(2) a company one or more of whose directors is in common with one or more of the

directors of that person;



(ii) “associated person” in relation to another person means: (1) any person who has control, directly or indirectly, over the other;

(2) any person who is controlled, directly or indirectly, by the other; or

(3) any person who is controlled by, or has control over, a person at (1) or (2) above;

(iii) “control” in relation to another person means the power of a person to secure:

(1) by means of the holding of shares or interests or the possession of voting power in

or in relation to that or any other person;

(2) by virtue of powers conferred by any constitution, articles of association, Partnership, agreement or arrangement (whether legally enforceable or not) affecting that or any other person; or

(3) by virtue of holding office as a director in that or any other person;

that the affairs of the first-mentioned person are conducted in accordance with the wishes of that other person;

(iv) “director” means any person occupying the position of a director by whatever name

called and includes a de facto or shadow director; and

(v) “relative” means the spouse, parent, child, brother or sister of the relevant person, and, in deducing such a relationship, an adopted child shall be deemed to be a child both of the natural parents and the adopting parent and a step child to be a child of both the natural parents and the step parent.

36. Confidentiality

(a) The Contractor undertakes to the Government that during the continuance in force of the Contract or at any time thereafter, the Contractor shall:

(i) maintain in strict confidence and shall not disclose to any person any of the Confidential

Information; and/or (ii) use or reproduce any of the Confidential Information only for the sole purpose of

performing the services and shall not use or reproduce or publish or distribute or allow to be used or reproduced, directly or indirectly, any of the Confidential Information for any other purposes without the prior written consent of the Government.

PROVIDED that the restrictions on disclosure contained in this Clause shall not apply: (i) to the disclosure of any information to any person in circumstances where such

disclosure is necessary for the proper performance of the Contractor’s duties and obligations under the Contract, provided that the Contractor shall, prior to such



disclosure, inform the Government the content of the information to be disclosed and to whom the disclosure is to be made;

(ii) to the disclosure of any information already known to the recipient other than as a result

of disclosure by the Contractor, its employees, agents or sub-contractors; (iii) to the disclosure of any information which is or becomes public knowledge other than as

a result of disclosure by the Contractor, its employees, agents or sub-contractors; (iv) to the disclosure of any information in circumstances where such disclosure is required

pursuant to any law or order of a Court of competent jurisdiction; and (v) to the disclosure of any information with the prior written consent of the Government.

The Government shall determine whether any information is within any of the exceptions

described above and the Contractor shall comply with such determination. (b) The Contractor shall be fully aware of its obligations as a government contractor under the

Official Secrets Ordinance (Chapter 521 of the Laws of Hong Kong). Without limitation, it must not, without lawful authority, as defined in (Chapter 521 of the Laws of Hong Kong), disclose any information relating to security, intelligence, defence or international relations or any information the disclosure of which results in the commission of an offence, facilitates an escape from legal custody or the doing of any other act prejudicial to the safekeeping of person in legal custody, or impedes the prevention or detection of offences or the apprehension or prosecution of suspected offenders, and which is or has been in its possession by virtue of its position as a government contractor.

(c) The Contractor shall observe the legal obligations under the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), in particular, Data Protection Principles, 2, 3 and 4 with regard to duration of retention, use and security of the personal data of the Contractor’s employees, agents and sub-contractors.

(d) The Contractor shall use its best endeavours to ensure that the Contractor’s employees, agents and sub-contractors are aware of and comply with the provisions of this Clause, the Official Secrets Ordinance and the Personal Data (Privacy) Ordinance.

(e) The Contractor shall indemnify the Government and keep the Government fully and effectively indemnified against all actions, costs (including without limitation the fees and disbursements of lawyers, agents and experts witnesses), claims, demands, expenses, loss, damage and liabilities whatsoever which the Government may suffer incur or sustain as a result of any breach of confidence (whether under the Contract or general law) by any such persons.

(f) The Contractor undertakes, if so requested by the Government, to procure each of the Contractor’s employees, agents and sub-contractors to sign a separate confidentiality agreement in favour of the Government in form and substance as may be prescribed by the Government.



(g) The Contractor shall promptly notify the Government and give the Government all reasonable assistance in connection with any proceedings which the Government may institute against any such persons pursuant to any of the provisions in this Clause.

(h) The provisions of this Clause shall survive the completion or early termination of the

Contract and shall continue in full force and effect notwithstanding such completion or termination.

37. Probity

(a) The Contractor acknowledges it has been reminded that: (i) dishonesty, theft and corruption on its part or that of its employees, agents or

sub-contractors are criminal offences and may lead to prosecution under section 9 of the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong), sections 17, 18D and 19 of the Theft Ordinance (Chapter 210 of the Laws of Hong Kong) and section 161 of the Crimes Ordinance (Chapter 200 of the Laws of Hong Kong); and

(ii) the soliciting or accepting of advantages, as defined in the Prevention of Bribery Ordinance is not permitted.

(b) The Contractor shall inform its officers, employees (whether permanent or temporary), agents

and sub-contractors that the soliciting or accepting of advantages (as defined in the Prevention of Bribery Ordinance) is not permitted. The Contractor shall also caution its officers, employees and agents and sub-contractors against soliciting or accepting any hospitality, entertainment or inducement which may impair their impartiality in relation to the selection of its sub-contractors, if any, or the supervision of the work of the sub-contractors.

(c) The Government may terminate the Contract immediately if the Contractor or any of its employees, agents and sub-contractors is convicted of an offence under the Prevention of Bribery Ordinance, the Theft Ordinance or the Crimes Ordinance.

38. Insurance

(a) The Contractor shall effect and maintain with an insurance company a policy of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor in connection with the performance or attempted performance of its obligations under the Contract, including death, personal injury, loss of or damage to property or any other loss. Such policy shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor. Such insurance shall be maintained throughout the Contract Period and for a minimum period of six (6) years after the expiry or sooner termination of the Contract.

(b) Without prejudice to Clause 38(a), the Contractor shall effect and maintain employer’s

liability insurance in respect of all its employees and other staff in accordance with all applicable legal requirements.



(c) If required by the Government, the Contractor shall deliver to the Government copies of all insurance policies referred to in the Contract together with receipts or other evidence of payment of the latest premium due under the policies.

(d) If the Contractor fails to give effect to or maintain any insurance required under the Contract,

the Government may make such alternative arrangements as it considers appropriate to protect its interests and may recover from the Contractor the costs of putting such in place and maintaining such arrangements.

(e) No provision in any insurance and no amount of insurance covered shall relieve the

Contractor of any liability under the Contract. It is the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability under the Contract.

39. Relationship of the Parties

The Contractor enters into the Contract with the Government as an independent contractor only and nothing in the Contract shall create a contract of employment, a relationship of agency or Partnership, or a joint venture between the Government and the Contractor. Unless otherwise expressly provided for in the Contract, neither party is authorised to act in the name of, or on behalf of, or otherwise bind the other party.

40. Assignment and Sub-contracting

(a) Unless otherwise provided for in the Contract, the Contractor shall not, without the prior written consent of the Government, assign, transfer, sub-contract or otherwise dispose of any of its interests, rights, benefits or obligations under the Contract. The performance of the Contract by the Contractor shall be personal to it.

(b) A sub-contracting of the Contract shall not relieve the Contractor of any of its obligations or

duties under the Contract, and the Contractor shall remain fully liable to the Government and be responsible for the acts and omissions of its sub-contractors as though they were its own.

41. Non-exclusive Contract

Nothing in the Contract shall preclude the Government from procuring any Goods (whether within and outside the coverage of the Contract) from any other person.

42. Disclosure of Information

The Contractor hereby irrevocably authorises, consents and agrees that the Government may, whenever it considers appropriate or upon request by any person (written or otherwise) and without any further reference to the Contractor, disclose to any person in such form and manner as the Government considers fit:

(a) the Goods supplied or to be supplied by the Contractor;



(b) the Unit Price, the Estimated Contract Price and any other fees, cost and expense payable to

the Contractor pursuant to the Contract; (c) the price proposal submitted prior to the date of the Contract by the Contractor to the

Government in relation to the Goods; and (d) the engagement by the Government of the Contractor under the Contract and the names of the

Contractor and persons appointed or engaged by the Contractor to assist in the performance of the Contract.

43. Publicity

(a) Whether before, during or after the expiry or termination of the Contract Period, the Contractor shall not use the Government’s name in any document, publication, advertisement or publicity material without the prior written consent of the Government.

(b) Subject to Clause 43(a), the Contractor shall submit to the Government Representative for

approval all the proposed advertising or other publicity material relating to the Contract, the Goods or other products supplied or other work done in connection with the Contract wherein the Government's name is mentioned or language used from which a connection with the Government can reasonably be inferred or implied.

(c) Notwithstanding any consent or approval given under Clause 43(a) or Clause 43(b), whenever

required by the Government, the Contractor shall remove all advertisement and publicity material relating to the Contract wherein the Government is mentioned or language used from which a connection with the Government can reasonably be inferred or implied and the Contractor must comply with such request.

44. Force Majeure

(a) If the Contractor becomes aware of any matter likely to constitute a Force Majeure Event, the Contractor shall forthwith notify the Government in writing of that matter and all relevant particulars.

(b) Within three (3) days after the occurrence of a Force Majeure Event, the Contractor shall

notify the Government in writing of the full particulars of the Force Majeure Event including its nature, extent and likely duration of its effect on the Contractor’s ability to perform its obligation under the Contract. In the event of an occurrence of a Force Majeure Event, the Government may on its own issue a notice to the Contractor noting the occurrence of the Force Majeure Event and requiring the Contractor to suspend all or any of the obligations under the Contract. A notice issued by the Contractor or the Government pursuant to this Clause is hereinafter referred to as the “Suspension Notice”.

(c) Following the issue of a Suspension Notice by the Contractor or the Government, the

Contractor shall keep the Government informed at reasonable intervals, and upon the request of the Government, of:



(i) the likely duration of the relevant Force Majeure Event and of its effect on the Contractor’s ability to perform its obligations under the Contract;

(ii) the actions taken or proposed to be taken by the Contractor to mitigate or minimise the effects of that Force Majeure Event; and

(iii) any other matters relevant to that Force Majeure Event or the Contractor’s performance

affected by that Force Majeure Event.

(d) To the extent that the performance of obligations by the Contractor under the Contract is prevented by a Force Majeure Event, the Contractor’s performance of such obligations will, subject to Clause 44(e), be suspended to that extent from the date the Contractor or the Government gives a Suspension Notice in respect of that Force Majeure Event until the Contractor ceases to be so prevented (“Cessation Date”). Notwithstanding anything in the Contract to the contrary, as soon as the Government issues a Suspension Notice to the Contractor, the Contractor shall forthwith suspend the performance of the obligations to the extent specified in the Suspension Notice.

(e) During the suspension of any obligations under Clause 44(d):

(i) the Contractor shall use its best endeavours (including incurring any reasonable expenses

and re-deploying its manpower and resources) to remove or mitigate the effect of each Force Majeure Event on the Contractor’s performance of the obligations under the Contract;

(ii) the Government may make alternative arrangements for the performance of any suspended obligations, whether by another person or otherwise; and

(iii) the Contractor shall not be entitled to any cost, fee or charge or such pro rata portion

thereof in respect of the suspended obligations for the suspended period. (f) As soon as the relevant Force Majeure Event has terminated, the Contractor shall forthwith

notify the Government of the Cessation Date, or the Government may on its own, after consultation with the Contractor, by notice in writing to the Contractor, determine the appropriate Cessation Date. The Contractor shall immediately after the Cessation Date resume performance of the suspended obligations in accordance with the terms and conditions of the Contract. In the event of any disagreement between the Government and the Contractor on the appropriate Cessation Date, the Government’s decision shall be final in the absence of manifest error.

(g) Should suspension of the performance by the Contractor of its obligations under the Contract

persist or be likely to persist as a result of a Force Majeure Event, the Government shall be entitled to terminate the Contract forthwith by giving written notice to the Contractor.

45. Further Assurance The Contractor shall, forthwith upon the first written request of the Government, do all such things

and execute all such deeds and documents as the Government may deem necessary or desirable to



implement or to give legal effect to the provisions of the Contract and transactions provided for or contemplated under the Contract.

46. Audit

The Contractor shall keep and maintain until six (6) years after the expiry of the Contract, or such longer period as may be agreed by the parties, full and accurate records of the Contract including the Goods supplied under it, all expenditure reimbursed by the Government, and all payments made by the Government. If requested by the Government, the Contractor shall afford the Government or its representative access to the records as may be requested by the Government.

47. Notices

(a) Each notice, demand, invoice, correspondence or other communication given or made under

the Contract by a party shall be in writing and delivered or sent to the other party at its postal address, facsimile number or email address set out below (or such other postal address, facsimile number or email address as the addressee has by not less than seven (7) working days’ prior written notice specified to the other party). To the Government:

(a) For matters concerning the Technical Specifications and daily execution of the Contract

such as delivery and payment arrangement:

Correctional Services Department Address: Unit 2004-9, 20/F., Honour Industrial Centre, 6 Sun Yip Street, Chai Wan,

Hong Kong Attention: Senior Supplies Officer (Central Supplies) Facsimile Number: (852) 2870 0563 Email address: [email protected]

And/or

(b) For matters in respect of the Conditions of Contract:

Government Logistics Department Address: 9/F., North Point Government Offices, 333 Java Road,

North Point, Hong Kong Attention: Senior Supplies Officer (A) Facsimile Number: (852) 2116 0102

To the Contractor: [Insert name of Contractor]

Address: [Insert address] Attention: [Insert name/title] Facsimile Number: [Insert fax no.]

Email address: [Insert email address]



(b) Such notices, demands or other communications shall be addressed as provided in

Clause 47(a) and, if so addressed, shall be deemed to have been duly given or made as follows:

(i) if sent by personal delivery during normal business hours on a working day, upon

delivery at the address of the relevant party; or (ii) if sent by post, four (4) days (for any place in Hong Kong) and seven (7) days (for any

place outside Hong Kong) after the date of posting; or (iii) if sent by facsimile during normal business hours on a working day, when despatched

with confirmed receipt as evidenced by the transmission report generated at the end of the transmission of such facsimile by the facsimile machine used for such transmission; or

(iv) if sent by email, when actually received in a form readable by an individual.

48. Contracts (Right of Third Parties) Ordinance

The parties hereby declare that nothing in this Contract confers or purports to confer on any third party any benefit or any right to enforce any term of this Contract pursuant to the Contracts (Right of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong).

49. Entire Agreement (a) The Contract constitutes the whole agreement between the parties thereto and supersedes any

previous agreements or arrangements between them relating to the subject matter hereof. The Contractor acknowledges that in entering into the Contract, it has not relied on any statements, warranties or representations given or made by the Government.

(b) All of the provisions of the Contract shall remain in full force and effect notwithstanding the

delivery of the Goods and the issuance of any Acceptance Note (except insofar as those obligations which have been fully performed).

50. Severability If any provision of the Contract is found by any authority or court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions of the Contract, all of which shall remain in full force and effect.

51. Waiver

(a) No failure, delay, forbearance or indulgence by any party to the Contract to exercise any right, power or remedy available to it under the Contract or at law or in equity shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or



further exercise thereof or the exercise of any other right, power or remedy. A right or a remedy of each party under the Contract shall be cumulative and not exclusive of any other rights, power or remedies provided by the Contract, at law or in equity. Without limiting the foregoing, no waiver by any party of any breach by the other party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

(b) Without prejudice to the generality of Clause 51(a), any right of termination of the Contract or any other right, power or remedy of whatsoever nature conferred upon the Government under the Contract shall be exercisable by it in addition to and without prejudice to any other rights and remedies available to it under the Contract or at law (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which the Government may be entitled in respect of the breach of the Contract) and no exercise or failure to exercise a right of termination shall constitute a waiver by the Government of any other right, power or remedy.

52. Assistance in Legal Proceedings

(a) If and whenever requested to do so by the Government Representative, the Contractor shall provide to the Government all relevant information, documents (including documentation and statements from staff) and other assistance in connection with any inquiry, investigation, arbitration, tribunal hearings or court proceedings in which the Government may become involved or any internal disciplinary hearing of the Government that arises out of or in connection with the Contract or the Contractor’s presence at the Government’s premises. If requested by the Government, the Contractor shall arrange for relevant staff to give evidence at such inquiries, investigations, arbitrations, hearings or proceedings.

(b) Where the Contractor or any employees, agents or sub-contractors of the Contractor become

aware of an incident, accident or other matter which may give rise to a claim or legal proceedings by a third party against the Government or the Contractor or in respect of the Contract, it shall notify the Government Representative immediately in writing giving full details of such incident, accident or matter as the Government Representative may require.



Part 4 - Technical Specifications

The white rice supplied shall conform to the following mandatory features:

Clause Mandatory

Features Acceptance Criteria

Test/Verification Method

1 General characteristics

Long-grain (ratio of length to width is 3:1 or more)

By measurement (note (a))

Free from foreign matters

Visual inspection (note (a))

Not more than 5% broken By counting (note (a))

2 Moisture content Maximum 15% m/m (note (b)) Laboratory test (note (a))

3 Heavy metal: Antimony (Sb) Cadmium (Cd) Chromium (Cr)

Maximum permitted concentration: Sb < 1 part per million Cd < 0.1 part per million Cr < 1 part per million

Laboratory test

4 Cooked rice yield At least 2.35 times the raw weight Rice Cooking test (Please refer to Annex C)

Notes:

(a) Sample size of 200 grams of rice

(b) m/m : mass of water x 100% mass of sample

Tender Ref.:CSU 306/2020 (MR) Page 71


Part 5 – Schedules

Schedule A – Price Schedule

PART 1 – UNIT PRICE Tenderers are reminded to read, inter alia, the Terms of Tender, Technical Specifications, Conditions of Contract and Schedule D (Delivery Locations) before completing this Schedule.

Item No.

Description

Unit

Estimated Quantity Required

(Note (ii))

(A)

F.I.S./Hong Kong (Note (i))

Unit Price (*HK$/US$) (Note (iii))

(B)

Estimated Contract Price (*HK$/US$)

(C) = (A) x (B)

1 White rice as per Technical Specifications

kilogram 2,952,000

*Please delete as appropriate. Notes : (i) Please refer to Paragraph 6 (Price Tendered) of the Terms of Tender.

(ii) Please refer to Clause 3 (Total Quantities) of the Conditions of Contract. (iii) The Unit Price tendered must be in Hong Kong dollars or US dollars. Tenders

submitted in a currency other than Hong Kong dollars or US dollars will not be considered further. If a Tenderer does not specify the currency in its tender, it shall be deemed that the currency of its tender is Hong Kong dollars.

Name of Tenderer: ________________________________________________________



Schedule A – Price Schedule

PART 2 – PAYMENT DISCOUNTS 1. A Tenderer is requested to indicate in the space provided below what discount it would allow on

the Monthly Payments if payment is made in full within:

(a) 7 working days from the date of receipt of invoice or from the date of acceptance of the Goods, whichever is the later: _______ % discount. (Note: up to 2 decimal places)

(b) 8 to 14 working days from the date of receipt of invoice or from the date of acceptance of the Goods, whichever is the later: _______ % discount. (Note: up to 2 decimal places)

2. A Tenderer is requested to insert the word ‘NIL’ in the space provided above if it does not offer

any payment discount. 3. Payment discount offered by Tenderers will not be taken into consideration in the tender price

assessment except when two or more conforming offers submit the same Estimated Contract Price. In such case, the Tenderer that submits the highest (higher) percentage of payment discount for payment within 7 working days and within 8 to 14 working days respectively will be considered in sequence.

TTender Ref.:CSU 306/2020 (MR) Page 73


Part 5 - Schedules

Schedule B – Technical Information

1. Particulars of Offer [Please refer to Paragraph 7(a) of the Terms of Tender.]

# (a) Place of origin :

(b) Name of Producer :

(c) Name of Importer : # (d) Brand Name :

N.B.:

(i) Please use separate sheets if space is inadequate.

#(ii) A Tenderer’s Tender will not be considered further if, before the Tender Closing Time, information on the place of origin and/or brand name of its offered product is missing in both this Part and the tender samples.

(iii) If the Tenderer is the same as the Producer and/or the Importer, the Tenderer shall enter its own name in Part 1(b) and/or Part 1(c) above.

2. Compliance with Technical Specifications [Please refer to Paragraph 7(d) of the Terms of Tender and the

Technical Specifications] I/We confirm that the products offered *comply/*do not comply with the requirements stipulated in the Technical Specifications (Part 4 of the Tender Documents).

N.B. If a Tenderer does not complete this Part, it shall be deemed that the Tenderer

confirms that the Goods offered are in compliance with the Technical Specifications. 3. Delivery Requirements [Please refer to Paragraph 7(e) of the Terms of Tender and Clause 17 of the Conditions of

Contract.] I/We undertake that I/we *will/*will not comply with the delivery requirements stipulated in Clause 17 of the Conditions of Contract should I/we be awarded the Contract.

N.B. If a Tenderer does not complete this Part, it shall be deemed that the Tenderer

confirms that it will comply with the delivery requirements specified in Clause 17 of Conditions of Contract.

Name of Tenderer: ________________________________________________________


Part 5 - Schedules


4. Emergency and Reserve Stock [Please refer to Paragraph 7(f) of the Terms of Tender and Clause 26 of the Conditions of Contract.]

I/We undertake that I/we *will/*will not provide emergency stock and reserve stock in accordance with Clause 26 of the Conditions of Contract should I/we be awarded the Contract. N.B. If a Tenderer does not complete this Part, it shall be deemed that the Tenderer

confirms that it will comply with the emergency stock and reserve stock requirements specified in Clause 26 of Conditions of Contract.

*Please delete as appropriate.


Part 5 - Schedules


5. Food and Safety Personnel [Please refer to Paragraph 9(a) of the Terms of Tender and Clause 22 of the Conditions of Contract.]

(a) I/We propose to appoint the following employee(s) as the Hygiene Manager(s) should

I/we be awarded the Contract:

Name of Hygiene Manager Qualification Attained Certification No.

_______________________ _______________________ _______________________

_______________________ _______________________ _______________________

(b) Please attach a copy of the relevant documentary evidence to this Schedule.

6. Provision of Motor Vehicles [Please refer to Paragraph 9(b) of the Terms of Tender and Clause 18 of the Conditions of Contract.]

Please list the proposed motor vehicles in the Attachment to Schedule B.

7. Provision of Marine Vessel [Please refer to Paragraph 9(c) of the Terms of Tender and Clause 18 of the

Conditions of Contract.]

Please list the proposed marine vessel in the Attachment to Schedule B.


Part 5 - Schedules


8. Rice Cooking Method [Please refer to Paragraph 9(d)(vi) of the Terms of Tender.]

*(a) I/We confirm that the rice cooking method as detailed at Annex C in terms of volume of water for cooking and the cooking time is applicable to the product offered.

*(b) I/We confirm that the rice cooking method as detailed at Annex C in terms of volume of water for cooking and/or cooking time is not applicable to the product offered and would like to propose an alternative cooking method for the product offered to ensure compliance with the requirements on the cooked rice yield specified in Clause 4 of the Technical Specifications: Alternative Method for Cooking the Offered Product: (i) Recommended volume of water for cooking the 5 kg raw and dry rice (“rice

sample”): (1) Number of ladles of water for cooking rice sample : ___________ ladles (2) Volume of water of each ladle : ___________ litres (3) Total volume of water for cooking rice sample : ___________ litres

(ii) Recommended cooking time for cooking rice sample:

(1) Cooking time : ___________ minutes (2) Simmering time : ___________ minutes (3) Total cooking time : ___________ minutes

N.B.: The alternative cooking method accepted by the Government shall be applicable during the Contract Period if the Contract is awarded to the Tenderer.

*Please delete as appropriate.

Note: If the Tenderer has not deleted any paragraph above and at the same time it has not provided any information in Paragraph (b) above, it will be deemed that the Tenderer has confirmed that the rice cooking method as detailed at Annex C in terms of volume of water for cooking and the cooking time is applicable to the product offered.

Name of Tenderer: ________________________________________________________


Part 5 - Schedules

Attachment to Schedule B (Technical Information)

Details of Motor Vehicles Proposed by the Tenderer for Performance of the Contract

The Proposed Motor Vehicles

Vehicle Registration

No.

Tonnage/ Capacity

Vehicle Registration Licence No.

and Expiry Date

Name of Registered Owner/ Company

Registered Owner’s

Relationship with the Tenderer

Documentary Evidence Submitted (Yes/No)

N.B.: Please refer to Paragraph 9(b) of the Terms of Tender for the requirements and

documentary evidence to be submitted on the proposed motor vehicles.


Part 5 - Schedules

Attachment to Schedule B (Technical Information)

Details of Marine Vessel Proposed by the Tenderer for Performance of the Contract

The Proposed Marine Vessel

Marine Vessel

Registration No.

Capacity

Registration Licence No.

and Expiry Date

Name of Registered Owner/

Company

Registered Owner’s

Relationship with the Tenderer

Documentary Evidence Submitted (Yes/No)

N.B.: Please refer to Paragraph 9(c) of the Terms of Tender for the requirements and

documentary evidence to be submitted on the proposed marine vessel(s).

Name of Tenderer:


Supply of Rice to the Correctional Services Department Part 5 – Schedules

Schedule C – Other Information

1. Company/Business Organisation Status

A Tenderer should provide the following details:

(a) Name and address of the company/business organisation:

(b) Length of business experience (in years):

(c) Place and date of the company/business organisation’s incorporation or formation:

(d) Shareholders/partners/proprietor of the company/business organisation and their

percentage of ownership:

(e) Names and correspondence addresses of the following:

(i) Managing director/partners:

(ii) Other directors: (iii) Sole proprietor:

Tender Ref.: CSU 306/2020 (MR) Page 80 Part 5 – Schedules

Schedule C – Other Information

(f) A copy of a valid Business Registration Certificate and copies of other documents evidencing its business status.

(g) If the Tenderer is a company or body corporate, its Articles of Association, a copy of the agreement made among its shareholders (if any), Certificate of Incorporation, Certificate of Change of Name (if any), and other corporate documents.

(h) If the Tenderer, being an incorporated entity, is a company incorporated in Hong Kong or has a principal place of business in Hong Kong, a copy of the latest annual return filed with the Companies Registry.

(i) A copy of the relevant document (e.g. board resolutions of the Tenderer if it is a

company) showing that the authorised person(s) who sign(s) the Offer to be Bound (whether in paper form or electronically) has/have the authority to sign it for and on behalf of the Tenderer.

N.B.: The Government will not accept the use of a postal box as the Contractor’s

correspondence address.

2. Banking Details [Please refer to Clause 12(j) of the Conditions of Contract.] For payment to be made by telegraphic transfer:

(a) Banker’s Name :

(b) Address :

(c) Name of Account :

(d) Account Number :

(e) Sorting Code :

3. Contract Deposit Reply Slip [Please refer to Paragraph 15 of the Terms of Tender.] In accordance with Paragraph 15 to the Terms of Tender, I/We elect to furnish the Contract Deposit by * Cash Cheque Banker’s Guarantee. (* Please tick the appropriate box)

(N.B. If a Tenderer does not complete this part, it shall be deemed that the contract deposit will be paid in cash.) Name of Tenderer:




Schedule D – Delivery Locations

Group I

At present, deliveries of the Goods are required to the following Penal Institutions:

Institution Address

A. Hong Kong Island

Stanley Prison (SP) 99 Tung Tau Wan Road, Stanley

Tung Tau Correctional Institution (TTCI) 70 Tung Tau Wan Road, Stanley

Pak Sha Wan Correctional Institution (PSWCI) 101 Tung Tau Wan Road, Stanley

Cape Collinson Correctional Institution (CCCI) 123 Cape Collinson Road, Chai Wan

B. Kowloon

Lai Chi Kok Reception Centre (LCKRC) 5 Butterfly Valley Road, Lai Chi Kok

Lai King Correctional Institution (LKCI) 16 Wa Tai Road, Kwai Chung

C. The New Teritorries

(a) Sai Kung

Pik Uk Prison (PUP)

397 Clear Water Bay Road, Sai Kung

Pik Uk Correctional Institution (PUCI) 399 Clear Water Bay Road, Sai Kung

(b) Tuen Mun

Tai Lam Correctional Institution (TLCI) 108 Tai Lam Chung Road, Tai Lam Chung

Tai Lam Centre for Women (TLCW) 110 Tai Lam Chung Road, Tai Lam Chung

Siu Lam Psychiatric Centre (SLPC) 21 Hong Fai Road, Siu Lam

(c) North District

Lo Wu Correctional Institution (LWCI) 163 Ho Sheung Heung Road, Sheung Shui




Group I (Cont’d) (d) Lantau Island

Sha Tsui Correctional Institution (STCI) 35 Shek Pik Reservoir Road

Shek Pik Prison (SPP) 47 Shek Pik Reservoir Road

Tong Fuk Correctional Institution (TFCI) 31 Ma Po Ping Road

(e) Outlying Island

Hei Ling Chau Addiction Treatment Centre (HLTC)

Hei Ling Chau

Hei Ling Chau Correctional Institution (HLCI) Hei Ling Chau

Lai Sun Correctional Institution (LSCI) Hei Ling Chau

Nei Kwu Correctional Institution (NKCI) Hei Ling Chau

N.B.: It is estimated that at least one (1) delivery will be required per week for the locations specified in Group I above. However, the Government reserves its right to require more frequent delivery whenever necessary.




Group II

At present, deliveries of the Goods are not required to the following Penal Institutions. However, the Contractor may be required to deliver the Goods to these Penal Institutions by the Government whenever is necessary and the Contractor shall deliver the Goods in accordance with the time committed in Part 4 of Schedule B.

A. Hong Kong Island

Ma Hang Prison (MHP) 40 Stanley Village Road, Stanley

Tai Tam Gap Correctional Institution (TGCI) 110 Shek O Road

B. Kowloon

Chi Lan Rehabilitation Centre (CLRC) 16 Wa Tai Road, Kwai Chung

Lai Hang Rehabilitation Centre (LHRC) 4/F., 3 Lung Yan Road, Tai Wo Ping

Pelican House (PLH) Front Portion, 3 Lung Yan Road, Tai Wo Ping

Phoenix House (PH) 3 Lung Cheung Road, Tai Wo Ping

C. The New Teritorries

(a) Tuen Mun

Bauhinia House (BH) Block C, 18 Tai Lam Chung Road

Wai Lan Rehabilitation Centre (WLRC) Blocks A & B, 18 Tai Lam Chung Road

(b) Lantau Island

Lai Chi Rehabilitation Centre (LCRC) 35 Shek Pik Reservoir Road



Part 5 - Schedules

Schedule E – Form of Banker’s Guarantee for the Performance of a Contract

THIS GUARANTEE is made on the ............................ day of .............................…………..... BETWEEN ..................................................................……........................................................ .. of ................................................................, a bank within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (hereinafter called the "Guarantor") of the one part and The Government of the Hong Kong Special Administrative Region (hereinafter called the "Government") of the other part. WHEREAS (A) By a contract (hereinafter called the "Contract") dated the [day] of [month year] made between «SUPPLIER_NAME» of «SUPPLIER_ADDRESS» (hereinafter called the "Contractor") of the one part and the Government of the other part (designated as Government Logistics Department Contract No. «CONTRACT_NUMBER»), the Contractor agreed and undertook to supply rice (“the Goods”) to the Correctional Services Department upon the terms and conditions of the Contract. (B) The Guarantor has agreed to guarantee in the manner and on the terms and conditions hereinafter appearing, the due and faithful performance of the Contract by the Contractor. Now the Guarantor HEREBY AGREES with the Government as follows: (1) Where applicable, words and expressions used in this Guarantee shall have the meaning assigned to them under the Contract. (2) In consideration of the Government entering into the Contract with the Contractor:

(a) The Guarantor hereby irrevocably and unconditionally guarantees the due and punctual performance and discharge by the Contractor of all of his, her and their obligations and liabilities under the Contract and the Guarantor shall pay to the Government on demand and without cavil or argument all monies and discharge all liabilities which are now or at any time hereafter shall become due or owing by the Contractor to or in favour of the Government under or in connection with the Contract together with all costs, charges and expenses on a full indemnity basis which may be incurred by the Government by reason or in consequence of any default on the part of the Contractor in performing or observing any of the obligations terms conditions stipulations or provisions of the Contract.


Part 5 - Schedules


(b) The Guarantor, as a primary obligor and as a separate and independent obligation and liability from its obligations and liabilities under sub-clause (a) above, irrevocably and unconditionally agrees to indemnify and keep indemnified the Government against and shall pay to the Government on demand and without cavil or argument all losses, damages, costs, charges and expenses on a full indemnity basis suffered or incurred by the Government arising from or in connection with the failure of the Contractor to perform fully or promptly any of his, her or their obligations terms conditions stipulations or provisions of the Contract.

(c) The Guarantor further agrees that all dividends, compositions and payments

which the Government may at any time receive from the Contractor or from his, her or their estate or estates, whether in liquidation, bankruptcy or otherwise, in respect of all such losses, damages, costs, charges and expenses shall be taken and applied by the Government as payments in gross, and that this Guarantee shall stand good in respect of the balance to the full amount of _____________.

(3) This Guarantee shall not be affected by any change of name or status in the company, firm or individual described as "the Contractor" or where "the Contractor" is a partnership, any change in the partners or in its constitution. (4) The Guarantor shall not be discharged or released from this Guarantee by any arrangement made between the Government and the Contractor or by any alteration in the obligations imposed upon the Contractor by the Contract or by any waiver or forbearance granted by the Government to the Contractor as to payment, time, performance or otherwise whether or not such arrangement, alteration, waiver or forbearance may have been or is made or granted with or without knowledge or assent of the Guarantor.

(5) Without prejudice to Clause 4 above, the obligations of the Guarantor under this Guarantee shall remain in full force and effect and shall not be affected or discharged in any way by, and the Guarantor hereby waives notice of or assents to:

(a) any suspension, termination, amendment, variation, novation or supplement of or to the Contract from time to time (including without limitation extension of time for performance);

(b) any provision of the Contract being or becoming illegal, invalid, void, voidable

or unenforceable;

(c) the termination of the Contract or of the engagement of the Contractor under the Contract for any reason;

(d) any forbearance, variation, extension, discharge, compromise, dealing with

exchange, waiver or renewal in respect of any right of action or remedy that the Government may have, now or after the day of this Guarantee, against the Contractor and/or the negligence, failure, omission, indulgence or delay by the Government in enforcing any right, power, privilege to or remedy available to the Government in relation to the obligations of the Contractor set out in the Contract;


Part 5 - Schedules


(e) the voluntary or involuntary liquidation, bankruptcy, dissolution, sale of assets, receivership, general assignment for benefit of creditors, insolvency, reorganisation arrangement, composition, or other proceedings of or affecting the Contractor or its assets, or any change in the constitution of the Contractor;

(f) any assignment, novation or sub-contracting by the Contractor of any or all of

its obligations set out in the Contract;

(g) without prejudice to the generality of the foregoing, any fact or event (whether similar to any of the foregoing or not) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defence to the Guarantor, other than the express release of its obligations.

(6) This Guarantee shall extend to any variation, novation of or amendment to the Contract and to any agreement supplemental thereto agreed between the Government and the Contractor and for the avoidance of doubt, the Guarantor hereby authorises the Government and the Contractor to make any such amendment, variation, novation or supplemental agreement without its notice or assent. (7) This Guarantee shall have immediate effect upon execution and is a continuing security. This Guarantee shall cover all of the obligations and liabilities of the Contractor under the Contract and shall remain in full force and effect and irrevocable until:

(a) the date falling three (3) months after the expiry of the Contract; or

(b) the date on which all the obligations and liabilities of the Contractor under the

Contract have been duly carried out, completed and discharged in accordance with the Contract,

whichever is the later. (8) This Guarantee is in addition to and shall not merge with or otherwise prejudice or affect any contractual or other right or remedy or any guarantee, indemnity, lien, pledge, bill, note, charge or any other security which the Government may at any time hold (collectively "Other Security") and this Guarantee may be enforced by the Government without first having recourse to any of the Other Security or taking any steps or proceedings against the Contractor, and notwithstanding any release, waiver or invalidity of the Other Security. (9) Any demand, notification or certificate given by the Government specifying amounts due and payable under or in connection with any of the provisions of this Guarantee shall be conclusive and binding on the Guarantor. (10) The obligations expressed to be undertaken by the Guarantor under this Guarantee are those of primary obligor and not as a surety. (11) This Guarantee shall be governed by and construed according to the laws for the time being in force in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") and the Guarantor agrees to submit to the exclusive jurisdiction of the courts of Hong Kong.


Part 5 - Schedules


(12) All documents arising out of or in connection with this Guarantee shall be served:

(a) upon the Government, at the Government Logistics Department of 9/F North Point Government Offices, 333 Java Road, North Point, Hong Kong, Director of Government Logistics marked for the attention of _______________________, facsimile number ______________;

(b) upon the Guarantor, at ___________________________________________, Hong

Kong, marked for the attention of ____________________________, facsimile number ______________.

(13) Documents to be served under this Guarantee shall be deemed to have been duly served by one party if sent by letter or fax addressed to the other party at the address stated above or to the facsimile number set out above. The documents so served shall be effective (a) on the date of delivery if hand-delivered; (b) on the date of transmission if sent by facsimile; and (c) if despatched by mail (whether registered or not), on the day on which they are tendered for delivery by the postal authority in Hong Kong. (14) The aggregate amount of the Guarantor's liability under this Guarantee shall not exceed_________________. (15) The Guarantor hereby acknowledges that (a) the Guarantor should read and fully understand, with the benefit of independent

legal advice if necessary, the terms and conditions of this Guarantee before entering into this Guarantee; and

(b) no Government officer is authorised to advise on, make representations regarding

or amend (other than by a written instrument signed by both the Guarantor and the Government) the terms and conditions of this Guarantee.

IN WITNESS whereof the said Guarantor ....................................... has caused its Common Seal/Seal to be hereunto affixed the day and year first above written.

* The [Common Seal/Seal*] of the said )

Guarantor was hereunto affixed and ) signed by ........................................... ...........................................................

) )

[Name & Title] duly authorised by its board of directors……………….................…………………………….............

) ) )

@ Signed Sealed and Delivered ) for and on behalf of and as ) lawful attorney of the Guarantor ) under power of attorney dated ) .......... and deed of delegation )


Part 5 - Schedules


dated ..................................... ) by .......................................... ) [Name & Title] ) and in the presence of .......... )

............................................ ) [Name & Title]

* Please delete as appropriate @ See Powers of Attorney Ordinance (Chapter 31 of the Laws of Hong Kong) Note : When banker’s guarantees are executed under power of attorney, a photocopy

of the power of attorney, certified on each page by a Hong Kong solicitor that it is a true and complete copy of the original must be submitted.


Part 6 - Annexes

Annex A

REPLY SLIP

To : Director of Government Logistics Attn. : Senior Supplies Officer (A) Fax. No. : (852) 2116 0102

Tender Ref.: Supply of Rice to the Correctional Services Department

TENDER BRIEFING SESSION I/We would like to attend the tender briefing session to be held as follows: Date : Time : hours Venue : Government Logistics Department Room , North Point Government Offices 333 Java Road North Point, Hong Kong. Full name of Attendee(s)

Post Title

Mr/Mrs/Miss Mr/Mrs/Miss Name of Company: Signature of Authorised Person:

Full name (in block letters):

Telephone. No.:

Fax. No.:

Mobile Phone: Email:


Part 6 - Annexes

Annex B – Consumption Information (For Reference Only)

[Please refer to Paragraph 26(a) of the Terms of Tender.]

(a) Past consumption on rice of each Penal Institution in 2019

Institution Annual Consumption (kg)

Bauhinia House (BH) 12 Cape Collinson Correctional Institution (CCCI) 7936 Chi Lan Rehabilitation Centre (CLRC) 304 Hei Ling Chau Correctional Institution (HLCI) 50144 Hei Ling Chau Addiction Treatment Centre (HLTC) 26646 Lai Chi Kok Reception Centre (LCKRC) 169773 Lai Chi Rehabilitation Centre (LCRC) 1499 Lai Hang Rehabilitation Centre (LHRC) 992 Lai King Correctional Institution (LKCI) 3268 Lai Sun Correctional Institution (LSCI) 7174 Lo Wu Correctional Institution (LWCI) 123870 Nei Kwu Correctional Institution (NKCI) 7221 Phoenix House (PH) 494 Pelican House (PLH) 448 Pak Sha Wan Correctional Institution (PSWCI) 43837 Pik Uk Correctional Institution (PUCI) 29128 Pik Uk Prison (PUP) 46868 Stanley Prison (SP) 179967 Siu Lam Psychiatric Centre (SLPC) 29392 Shek Pik Prison (SPP) 52698 Sha Tsui Correctional Institution (STCI) 2171 Tong Fuk Correctional Institution (TFCI) 80689 Tai Lam Correctional Institution (TLCI) 55682 Tai Lam Centre for Women (TLCW) 29151 Tung Tau Correctional Institution (TTCI) 32479 Wai Lan Rehabilitation Centre (WLRC) 221

Total Consumption for 2019: 982064

(b) Estimated monthly requirements

Contract period Estimated quantity (kg/month)

1st to 12th months 82,000 13th to 24th months 82,000 25th to 36th months 82,000

Note: The above information and estimation is provided for Tenderers’ reference only. The quantity of the Goods required will depend on the actual requirement of each penal institution.


Part 6 - Annexes

Annex C - Rice Cooking Test [Please refer to Paragraph 9(d)(vi) of the Terms of Tender.]

Rice Cooking Method

Cooking Equipment “RINNAI” brand of town gas rice cooking cabinet (Model RAS-151/RRA 155); Each cabinet with one rice cooker of 27 L

Rice Sample Weight (raw & dry)

5.0 kg

Volume of Water for Cooking

Number of ladles of water for cooking rice sample 7.0 ladles

Volume of water of each ladle 1.400 litres

Total volume of water for cooking rice sample 9.800 litres

Cooking Time

Rice sample cooking time 20 minutes

Rice sample simmering time 60 minutes

Total cooking time 80 minutes

Cooked Rice Yield = Weight of cooked rice Actual weight of rice ≥ 2.35 (Passed)

Note : During the tender evaluation, 5 kg of the rice of the tender sample submitted by

the Tenderer will be used for conducting the rice cooking test.


Part 6 - Annexes Annex D

(Page 1 of 2)

Outlines of Work Plan and Contingency Plan [Please refer to Clause 20 of the Conditions of Contract]

The Contractor shall submit a work plan and a contingency plan setting out the proposed procedures and practices for the following aspects to ensure that the delivery services in respect of the Goods will be of good quality, safe, reliable and efficient. The plans should be feasible and practicable and enable the Contractor to deliver its services in a professional manner. The Contractor is encouraged to provide additional measures and initiatives, if any, that could further enhance any aspect of its delivery services. Part I – Outline of Work Plan

Individual aspects of the work plan in respect of the offered delivery services

The work plan submitted shall include the following individual aspects:

(i) Provide a clear and informative organisation chart of the proposed workforce, showing the structure of sections/divisions according to the major functions such as warehousing, logistics, sales/customer support, accounting and administration;

(ii) Provide details on the proposed workforce showing the number of staff employed, post titles, duties and qualifications of managerial and supervisory staff in the management team;

(iii) Provide post title and telephone number(s) of contact point(s) to facilitate communication with the Government Representative during weekdays (within normal business hours and after normal business hours), Public Holidays and Sundays;

(iv) Provide details on staff training/monitoring, schedule of surprise checks/site inspections by supervisors and arrangements for recording commendations/ disciplinary action;

(v) Provide information regarding the possession of national/international quality accreditation standard, such as ISO 9001 (Quality Management System) and/or ISO 14001 (Environmental Management System);

(vi) Provide details on measures in relation to food safety/hygiene/quality control; (vii) Provide details on procedures regarding the storage and delivery of the Goods to Penal

Institutions; (viii) Provide details on the business hours of the warehouse for loading and unloading; (ix) Provide details on time of departure from warehouse and time of arrival at Penal Institutions; (x) Provide details on delivery schedule including number of delivery teams, number of

workmen, vehicles and vessels with lifting and handling equipment and tools for completing the job requirements;

(xi) Provide details on guidelines in maintaining records relating to the execution of the Contract such as vouchers, delivery notes, invoices, records of complaint, driving records of the drivers, etc; and

(xii) Provide details on maintenance of vehicles/marine vessel/tools/equipment.


Part 6 - Annexes

Annex D (Page 2 of 2)

Part II – Outline of Contingency Plan

Individual aspects of the contingency plan in respect of the offered delivery services The contingency plan submitted shall include the following individual aspects:

(i) Provide particulars of the contingency arrangements if the vehicle assigned to provide delivery services is caught in traffic accidents or gridlock;

(ii) Provide particulars of contingency arrangements to tackle problems of vehicle/marine vessel non-availability due to breakdowns or other reasons;

(iii) Provide particulars of arrangements to meet sudden shortage/absence of staff or emergency/unforeseen circumstances such as labour disputes;

(iv) Provide particulars of arrangements in bad weather situations, such as typhoons, rainstorms and landslides;

(v) Provide particulars of replacement arrangements for the Goods rejected due to unacceptable quality by the Penal Institutions;

(vi) Provide particulars on arrangements to meet situations whereby there is a sudden shortage of the Goods due to reasons such as food safety concerns or market shortage (N.B.: A four (4) weeks’ advance notice should be given to the Government for the shortage and alternative arrangements to overcome the shortage should be proposed for the Government’s approval); and

(vii) Provide information on the name(s), rank(s) and contact number(s) of liaison staff under the contingency plan.


Part 6 - Annexes

Annex E

Guidance Note GN-1 For Contractors and Suppliers of Government Logistics Department

Guidance Note GN-1

For Contractors and Suppliers of Government Logistics Department

The Government Logistics Department is committed to protecting the environment. We request you as our contractors or suppliers to minimise the impact of your activities on the environment and to observe the following requirements in particular: Comply with all applicable legal and other requirements on environmental

protection. Control the use of materials and resources (e.g. electricity, fuel, chemicals,

paper, etc.) to minimise their consumption and unnecessary wastage. Use environment-friendly alternatives where possible during your daily operations.

Store properly all materials/chemicals to prevent any spillage and leakage. Minimise the production of solid waste and chemical waste. Ensure all solid waste is properly handled, stored and disposed of in an

efficient and sensitive manner to avoid any spillage and leakage. In particular, all chemical waste should be handled, stored and disposed of in accordance with the applicable legal requirements.

Ensure proper and regular maintenance of all vehicles used for the purpose of

conducting business, including controlling their noise and emissions. Minimise all air emissions and noise generation where practicable. Ensure all waste water is discharged in accordance with the applicable legal

requirements. Reuse and recycle waste wherever possible.


Checklist for Submission of Tenders to Government Logistics Department (GLD)

Tenderers are requested to go through the entire Tender Documents and ensure that all the information and documents required are submitted together with their tenders in accordance with the tender requirements before the Tender Closing Time.

A summary of the information, documents and tender samples required is stipulated in Paragraph 3 of the Terms of Tender.

Tenderers are reminded to take the following action before submitting their tenders. Checklist

Description Tick and move to the next item

1. In the case of Paper-based Tendering, have you signed Part 7 “Offer to be Bound” of the Tender Form*?

2. Have you provided the price information as required in Schedule A (Price Schedule)?

3. Have you provided the information as required in Part 1(a) and 1(d) (Particulars of Offer) of Schedule B (Technical Information)?

4. Have you submitted tender samples as required in Paragraph 9( d ) of the Terms of Tender?

* A Tenderer must complete and sign on Part 7 of the Tender Form. If a Tenderer provides

the necessary details in its own version of the “Offer to be Bound”, notwithstanding whether the information is the same as the Tender Form, the Tenderer’s Tender will not be considered further. If a Tenderer fails to complete and submit any of the above information / documents /

tender samples before the Tender Closing Time, its tender will not be considered further.

This checklist is by no means exhaustive and is provided for Tenderers’ reference only. It shall not be deemed to form part of the Tender Documents. Nothing in this checklist shall limit the Government’s absolute right to request any other information/supporting documents in connection with or arising out of this Invitation to Tender.