This Agreement is
B E T W E E N
Berkeley Services UAE LLC
A N D
"SUPPLIER and/or Service Provider"
Recitals
WHEREAS;
- the SUPPLIER has considerable skill, knowledge and experience in its business to deliver/perform the Supplies/Services as specified in the Purchase AGREEMENT issued by COMPANY.
- in reliance upon that skill, knowledge and experience, COMPANY has agreed to select the SUPPLIER on its preferred supplier list & engage the services of the SUPPLIER as and when required, and the SUPPLIER has agreed to accept the terms and conditions set out in this Agreement.
- the SUPPLIER shall devote to its obligations under this Agreement its time, attention, skills and care as may be necessary for the proper performance of its obligations.
NOW, THEREFORE, it is agreed as follows:
1. INTERPRETATION
1.1 In this Agreement:
- (a) "AED" means Arab Emirate Dirham, the lawful currency of the United Arab Emirates.
- (b) "Affiliate" means, in relation to any party, any other party that directly or indirectly controls or is controlled by or is under common control with such party. For the purposes of this definition "control" means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other party, whether through the ownership of voting shares, by contract or otherwise, and "controls" and "controlled" shall be interpreted accordingly.
- (c) "Applicable Laws" means all applicable laws, enactments, regulations, regulatory policies, regulatory guidelines, circulars, industry codes, regulatory permits and regulatory licences which are in force from time to time in the United Arab Emirates
- (d) "Confidential Information" has the meaning ascribed to it in Confidentiality Clause.
- (e) "Day" means a calendar day of the Georgian calendar.
- (f) "Deliverables" means the deliverables to be supplied by the SUPPLIER to COMPANY as part of the Supplies/Services or as agreed between the Parties from time to time.
- (g) "Intellectual Property Rights" means (i) copyright, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
- (h) "Purchase Order" means an official order for Supplies/Services that will be issued by COMPANY to the SUPPLIER, under this agreement. The Purchase Order is recorded on a document electronically generated by COMPANY titled "Purchase Order" and bearing an identifying number. Purchase Order shall contain this Agreement number, description of Supplies/Services, applicable prices, delivery details, notes, instructions, and other specific/special terms and conditions.
- (i) "Acceptance of Purchase Order" or "Revised Purchase Order": Upon receipt, the SUPPLIER shall check it for discrepancies. The SUPPLIER shall acknowledge acceptance by signing, stamping and returning the Purchase Order or Revised Purchase Order to COMPANY within 24Hours of receipt. In the absence of such acknowledgment, the SUPPLIER shall be deemed to have accepted the Purchase Order or Revised Purchase Order.
- (j) "Supplies/Services" means the material/services described in this Agreement and as may be amended by way of variation order instructions or mutual written agreement by the Parties, including the Deliverables, and any other ancillary supplies/services which are necessary or incidental to the successful management and execution of its obligations even if the said ancillary supplies/services are not specified in the Agreement/Purchase Order.
1.2 In this Agreement:
- (a) references to a person include an individual, a body corporate, a partnership and an unincorporated association of persons or entities (local and/or foreign); and
- (b) references to a party to this Agreement include references to the successors or assigns (immediate or otherwise) of that party.
1.3 The headings in this Agreement do not affect its interpretation.
1.4 The words "includes" or "including" shall mean "including without limitation."
1.5 The terms and conditions of this Agreement shall apply to the provision of all the Supplies/Services by the SUPPLIER to COMPANY.
1.6 Any references to "Vendor" or "Consultant" or "SUPPLIER" or "Supplier" shall be constitute to mean the SUPPLIER.
2. SCOPE OF AGREEMENT
- (a) This Agreement does not oblige COMPANY to any financial commitment whatsoever. Only a Purchase Order(s) made pursuant to this Agreement will constitute a commitment on COMPANY's part.
- (b) The SUPPLIER shall provide, as and when ordered, the Supplies/Services listed in the Purchase Order at the prices stipulated in this Agreement.
- (c) Any delivery order against this Agreement shall be made by a Purchase Order issued to the SUPPLIER signed by authorized representatives of COMPANY Procurement/Management. The Purchase Order shall set out the required quantities at agreed price(s) and other terms and conditions for the delivery/provision of the Supplies/Services. Each Purchase Order shall make reference to this Agreement number.
- (d) COMPANY shall have no obligation to purchase any minimum quantities or values of Supplies/Services from the SUPPLIER during the Agreement period.
- (e) The Parties agree that the provision of supplies/services to COMPANY under this Agreement is strictly on a non-exclusive basis. Accordingly, the Parties agree that COMPANY may reserve the right, at its sole discretion, to purchase or otherwise obtain the Supplies/Services of the same or substantially similar nature as those provided by the SUPPLIER from any source other than the SUPPLIER at any time during the term of this Agreement.
- (f) Any part of the Supplies/Services delivered by the SUPPLIER to COMPANY that do not meet the specifications outlined in the this Agreement/Purchase Order, the SUPPLIER shall promptly replace or re-do such part of the Supplies/Services to the satisfaction of COMPANY. All costs and expenses incurred by the SUPPLIER in undertaking such replacement shall be solely borne by the SUPPLIER.
3. TERM
This Agreement shall be valid for next 5 years, unless earlier terminated pursuant to this Agreement or otherwise agreed by the Parties in writing.
4. DELIVERY PERFORMANCE AND KPIs
4.1
The Parties agree that material delivery / job completion on the specific date & time is critical and any failure to achieve the timeframe will cause considerable damage and losses to COMPANY, hence SUPPLIER must follow the below KPIs;
| Performance failure |
Description |
Penalty |
| Material not available |
SUPPLIER failed to procure sufficient stock to fulfill COMPANY's regular requirements and has been exposed to current market deficit/lead times. |
1 % of the delayed portion of ordered items per day up-to a maximum of 10% of the total order value |
| Delay Delivery/Wrong Specs |
SUPPLIER failed to deliver the right material at required time at the right place |
1 % of the delayed portion of ordered items per day up-to a maximum of 10% of the total order value |
4.2 Supplier shall deliver the goods carriage paid to COMPANY at the destinations specified on each Purchase Order under this Agreement. In the event that no destination specified on Purchase order, SUPPLIER shall deliver the ordered goods to COMPANY's Warehouse in Al-Quoz / Jabal Ali, Dubai UAE.
5. PAYMENT TERMS AND INVOICING INSTRUCTIONS
5.1 In consideration for the SUPPLIER delivering/performing the Supplies/Services, COMPANY shall pay to the SUPPLIER the Fees and expenses, if any, in accordance with the terms of this Agreement and in accordance with any specific terms mentioned in the Purchase Order issued by COMPANY. Other than as expressly provided in the Agreement or in the Purchase Order issued by COMPANY, the Fees shall be inclusive of all charges, disbursements and taxes of any nature whatsoever, either imposed locally or foreign.
5.2 The SUPPLIER shall be entitled to render invoices in accordance with the terms of this Agreement and in accordance with any specific terms mentioned in the Purchase Order issued by COMPANY. Payment of any sums due shall be made and unless the Parties agree otherwise, within ninty (90) days; provided that the due Invoice shall be deemed to be properly rendered only once the SUPPLIER has submitted all documents reasonably required by COMPANY to support each invoice. All invoices and supporting documentation must be sent in accordance with the following Invoicing Instructions:
Invoicing Instructions:
Agreed and approved invoices, by COMPANY representative, must be submitted, within Fourteen (14) days from the date of relevant supplies /service completion, by the SUPPLIER along with all the supporting documents i.e. copy of COMPANY's Purchase Order, delivery notes /Job Completion Report, etc. duly signed by the Berkeley's authorized representative, physically or Electronically at the following address of COMPANY Head Office:
Finance Department
Berkey Services UAE LLC
Jabal Ali Building, 2nd Floor, Sheikh Zahid Road
Dubai, U.A.E
Each Tax invoice must include the following minimum details:
- Name of the Delivery Location (as per COMPANY's PO)
- Agreement Reference Number
- COMPANY's Purchase Order Number
- Detailed element wise breakup reflecting costs of each element
- TRN #
The final invoice; upon delivery/completion of the Supplies/Services shall be clearly marked "Final Invoice" upon submittal for processing purposes.
5.3 SUPPLIER agrees that if an invoice is not presented in the manner within two (2) months from the date the relevant Supplies/Services which are the subject matter of the invoice being completed, then COMPANY shall not be obliged to make any payment in relation to such invoice.
5.4 The Fees specified in the Purchase Order issued by COMPANY may not be increased without the prior written consent by an authorised representative of COMPANY Procurment or Finance.
5.5 If any sum of money is payable to COMPANY by the SUPPLIER, that sum may be offset by COMPANY against the Fees payable by COMPANY to the SUPPLIER as a credit against the next invoice which is issued by the SUPPLIER to COMPANY. If any such amount is payable to COMPANY by the SUPPLIER upon the termination or expiry of this Agreement and/or any Purchase order and there are no more invoices to be issued by the SUPPLIER, COMPANY may issue an Invoice for the relevant amount to the SUPPLIER which the SUPPLIER shall pay COMPANY within 7 days after its receipt of that Invoice.
5.6 COMPANY shall bear the charges imposed by its bank. The SUPPLIER shall bear any other bank charges pertaining to such bank transfer.
5.7 Under no circumstances shall COMPANY be liable to pay interest on amounts not paid within any agreed period.
6. SUPPLIER'S UNDERTAKINGS
6.1 The SUPPLIER represents, warrants and undertakes to COMPANY that:
- (a) it has been duly incorporated, organised and/or established and is validly existing under the laws of the jurisdiction of its incorporation, organisation or establishment (as the case may be) and has the relevant constitutional approvals to conduct/provide the Supplies/Services;
- (b) the Agreement has been duly authorised by, and upon execution will constitute a valid and legally binding Agreement of, the SUPPLIER, enforceable against the SUPPLIER in accordance with its terms;
- (c) it is not bound by any agreement with any third party which is inconsistent or may adversely affect its ability to carry out its obligations under this Agreement and its obligations under any Purchase Order issued by the COMPANY;
- (d) it possesses all requisite licenses, certificates, authorisations and permits (whether issued by any regulatory authority or otherwise) for the delivery/performance of the Supplies/Services;
- (e) it will comply with the requirements specified in the Purchase Order issued by COMPANY and will deliver/provide the Supplies/Services with the care, skill and diligence required in accordance with Good Industry Practice and all Applicable Laws;
- (f) The SUPPLIER agrees to deliver/provide the Supplies/Services on the delivery date(s) as specified by COMPANY, and any change to the delivery date(s) of the Supplies/Services shall be subject to the written consent of COMPANY.
- (g) It recognises the goodwill attached to COMPANY's name and will not knowingly or negligently take or do any action or permit or suffer any action that would be detrimental to the goodwill associated with COMPANY's name or create unfavourable publicity or bring disrepute to COMPANY. It undertakes to fully protect the goodwill, reputation and image of COMPANY and its Affiliates at all times.
- (h) The SUPPLIER acknowledges that COMPANY employees are a valuable asset to COMPANY and that, the SUPPLIER will not hire any of COMPANY's employee during the term of this agreement and one year thereafter.
7. COMPANY'S OBLIGATIONS
7.1 COMPANY shall:
- (a) use its reasonable efforts to provide the SUPPLIER with any information and documents as the SUPPLIER may reasonably request for the proper performance of its obligations; and
- (b) use its reasonable efforts to allow the SUPPLIER such access to COMPANY's premises and to such other premises and property if necessary to deliver/perform the Supplies/Services during normal business hours or at other times as agreed; provided that COMPANY reserves the right (at its sole discretion) to refuse entry to, or to require the SUPPLIER to remove promptly, any SUPPLIER's Personnel.
7.2 COMPANY makes no representation or warranty, express or implied, whether as to the accuracy, reliability or completeness (or otherwise) of any information or documents. Nothing in this Agreement shall be construed or implied as obliging COMPANY to disclose any specific type of information to the SUPPLIER.
8. CONFIDENTIALITY AND ANNOUNCEMENTS
8.1 The SUPPLIER undertakes to COMPANY and for the benefit of each of COMPANY's Affiliates (who shall be entitled to enforce the terms of this Confidentiality Clause) to treat as confidential all Confidential Information. "Confidential Information" means all information of whatever nature relating wholly or partly to the Supply/Services or the affairs of COMPANY or its Affiliates which:
- (a) is supplied by or on behalf of COMPANY to the SUPPLIER or its Authorised Recipients (as defined below) in writing or orally and whether before or after the date of this Agreement;
- (b) is obtained by the SUPPLIER or its Authorised Recipients in writing or orally, through or following discussions with the management, employees, agents or advisers of COMPANY or an Affiliate thereof;
- (c) is acquired by observation or attendance by the SUPPLIER or its Authorised Recipients at the offices or other premises of COMPANY or at the Offices or other permises of COMPANY's Project premises; or
- (d) consists of any reports, analyses, compilations, studies or other documents prepared by, on behalf of or for the SUPPLIER, and which contain or are derived from or otherwise reflect any information described in this section.
8.2 The SUPPLIER may only use the Confidential Information for the purposes of this Agreement and for the purposes of providing/delivering the Supplies/Services. The SUPPLIER may, with COMPANY's prior written consent (not to be unreasonably withheld), provide its employees, officers, directors, sub-SUPPLIERs and professional advisers (the Authorised Recipients) with access to the Confidential Information on a strictly "need-to-know" basis only. The SUPPLIER shall ensure that each of its Authorised Recipients is bound to hold all Confidential Information in confidence to the standard required under this Agreement. Where an Authorised Recipient is not an employee, officer or director of the SUPPLIER, the SUPPLIER shall use its best endeavours to procure that the Authorised Recipient enters into a written confidentiality undertaking with the SUPPLIER on substantially equivalent terms to this Confidentiality Clause.
8.3 This Confidentiality Clause shall not apply to any information which:
- (a) at the time of its supply by (or on behalf of) COMPANY is in, or subsequently comes into, the public domain, except through breach of any of the undertakings set out in this Agreement;
- (b) is already in the lawful possession of the SUPPLIER or an Authorised Recipient;
- (c) subsequently comes lawfully into the possession of the SUPPLIER or an Authorised Recipient from a third party who does not owe COMPANY an obligation of confidence in relation to it; or
- (d) is required to be disclosed by law, regulation or any governmental or competent regulatory authority (including any securities exchange); provided that, to the extent reasonably practicable, the SUPPLIER required to make such disclosure shall consult in advance with (and take into account the reasonable requests of) COMPANY on the proposed form, timing, content and purpose of the disclosure.
8.4 Without affecting any other rights or remedies that COMPANY may have, the SUPPLIER acknowledges that a person with rights under this 'Confidentiality Clause' may be irreparably harmed by any breach of its terms and that damages alone may not necessarily be an adequate remedy. Accordingly, the SUPPLIER hereby acknowledges (without proof of actual damages) that injunctive relief, specific performance or other equitable relief in favour of COMPANY or any Affiliate thereof may be an appropriate and necessary remedy for any threatened or actual breach of the terms of Confidentiality Clause.
8.5 This 'Confidentiality Clause' shall remain in full force and effect notwithstanding any termination or expiry of this Agreement for Five (5) years from the date of delivery/completion of the Supplies/Services.
9. NON-SOLICITATION
9.1 During the period commencing from the date of this agreement and ending one (01) year following termination or expiry date of this agreement, the SUPPLIER shall not directly or indirectly solicit, approach, engage, contract with or provide services to any of the COMPANY's clients, except prior written approval of the COMAPNY.
9.2 In case of SUPPLIER's violation of this clause, the COMPANY shall have right to charge the SUPPLIER/Service provider with 10% of total value of any work/service provided directly or indirectly to any of the COMPANY's clients by the SUPPLIER/Service Provider.
10. TERMINATION
10.1 COMPANY shall be entitled to terminate this Agreement and/or any Purchase Order without cause at any time on giving the SUPPLIER written notice of termination.
10.2 Each Party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement and/or any Purchase Order immediately by written notice to the other;
- (a) if the other Party is in material breach of any of its obligations and either that breach is incapable of remedy or the other Party shall have failed to remedy that breach within three days after receiving written notice requiring it to remedy that breach;
- (b) if the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction; or
- (c) if, in the case of the SUPPLIER only (if such SUPPLIER has a partnership or similar corporate structure), any of his partners dies, has a receiving order made against him or commits any act of bankruptcy.
- (d) if the SUPPLIER commits any act which COMPANY considers to be harmful to its reputation.
- (e) if the termination of the Agreement is seen to achieve a public interest.
10.3 COMPANY shall also be entitled to terminate this Agreement and/or any Purchase Order without the need of a court order if the SUPPLIER:
- (a) Abandons the Supplies/Services or otherwise plainly demonstrates the intention not to continue performance of its obligations under this Agreement; or
- (b) without reasonable excuse fails to proceed with the Supplies/Services in accordance with the provisions of the Purchase Order, including compliance with schedule requirements;
- (c) subcontracts or assigns its obligations under this Agreement, wholly or partly, without the written consent of COMPANY;
- (d) gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity, commission or other thing of value, as an inducement or reward in relation to the Supplies/Services;
- (e) uses deception or fraud in its transactions with COMPANY or any of its Affiliates;
- (f) refuses or ignores any of COMPANY's instructions or directions.
10.4 If COMPANY exercises the right of termination or if the SUPPLIER exercises the right of termination, COMPANY shall pay the SUPPLIER the proportion of the outstanding price payable for the Supplies/Services which properly and satisfactorily delivered at COMPANY's specified destinations prior to the effective date of termination, without jeopardizing COMPANY's right to refund any fees paid for the Supplies/Services that are not satisfactorily delivered/performed by the SUPPLIER as of the date of termination.
10.5 If COMPANY exercises its rights of termination, it shall not be liable to the SUPPLIER for any losses, claims, damages, fees, liabilities, costs or expenses suffered or incurred by the SUPPLIER and resulting from such termination.
10.6 In any event, under no circumstances shall COMPANY be liable to the SUPPLIER for any indirect or consequential loss (including loss of goodwill, loss of profit, loss of any contract, and loss of opportunity, loss of anticipated profits or revenue or costs of capital) as a result of termination of this Agreement.
10.7 Upon termination of this Agreement, the SUPPLIER has a duty to mitigate the costs and limit the financial liability in all circumstances of cancellation/termination and the SUPPLIER must assist COMPANY in recovery of any funds paid prior to the cancellation/termination.
10.8 Any termination of this Agreement or any Purchase Order under this agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.
11. FORCE MAJEURE
11.1 Force Majeure Event means any event or condition beyond the reasonable control of the affected Party, which:
- (a) arises after the date of this Agreement;
- (b) is beyond a Party's control;
- (c) such Party could not reasonably have provided against before entering into this Agreement;
- (d) having arisen, such Party could not reasonably have avoided or overcome;
- (e) completely and totally prevents the performance of any of the Party's obligations under this Agreement;
- (f) does not as a result of the Party's own fault or negligence; and
- (g) is not substantially attributable to the other Party.
11.2 A Force Majeure Event shall include: (i) war, revolution, riot, terrorism or civil commotion; (ii) radiation or contamination by radioactivity from any nuclear waste or any other hazardous properties or chemicals; (iii) interruption or failure of utility service including but not limited to electricity, gas or water; (iv) natural catastrophe including but not limited to earthquakes, floods, fire, tsunamis, adverse weather or other serious epidemics; (v) criminal damage, sabotage, blockade, embargo, strike, lock out or other industrial disturbances or trade dispute; and (vi) governmental action or decision of any nature whatsoever which materially and adversely affects the legal position of a Party to continue with its obligations under this Agreement; but, for the avoidance of doubt, shall exclude (i) circumstances arising from economic downturn, exchange rate fluctuation or inability to make payment; (ii) reasonably foreseeable weather conditions; and (iii) financial condition of the SUPPLIER or any sub-SUPPLIER.
11.3 If any Force Majeure Event occurs which renders a Party unable to perform or complete any of its obligations under this Agreement and/or under any Purchase Order issued by COMPANY, the Party so affected shall immediately notify the other in writing of the occurrence of any Force Majeure Event and the cause & likely duration of the cause, delay or non-performance of its obligations under the Agreement and/or under any Purchase order issued by COMPANY.
11.4 The SUPPLIER shall only be entitled to rely on this Force Majeure Clause where it has a sufficient disaster recovery plan in place.
11.5 The party claiming a Force Majeure Event shall use all reasonable endeavours and take all action which is reasonable under the circumstances to overcome any cause of prevention or delay and to proceed with the performance of its obligations hereunder.
11.6 The affected party promptly notifying the other party in writing of the cause and the likely duration of the cause, the performance of the affected party's obligations, to the extent affected by the cause shall be suspended during the period that the cause persists.
11.7 Where a Force Majeure Event occurs that prevents the execution of the Event at the time or Venue set out in the Purchase Order issued by COMPANY, the Parties will work together to attempt to reschedule or postpone the project delivery, and any such rescheduling or postponement will be subject to final prior written approval of COMPANY and/or end-client. Where COMPANY and/or end-client approves any rescheduling of the Project, the SUPPLIER shall perform/deliver all Supplies/Services necessary to reschedule the Project requirements. The SUPPLIER shall be entitled to payment of value of additional works executed as approved by the COMPANY and/or end-client subject to the SUPPLIER providing evidence of execution.
11.8 For the avoidance of doubt, COMPANY shall not be obliged to reimburse the SUPPLIER unless the same has been approved by the end-client.
12. GENERAL
12.1 No partnership or agency
Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party constituting or becoming in any way the agent of the other Party for any purpose.
12.2 Counterparts
This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
12.3 Waiver
- (a) The rights of each Party under this Agreement:
- (i) may be exercised as often as necessary.
- (ii) are cumulative and not exclusive of rights or remedies provided by law; and
- (iii) may be waived only in writing and specifically.
- (b) Delay in exercising or non-exercise of any such right is not a waiver of that right.
12.4 Amendments
Any amendment of this Agreement shall not be binding on the Parties unless set out in writing, expressed to amend this Agreement and signed by authorised signatory of each of the Parties.
12.5 Language
- a. Any notice given in connection with this Agreement must be in English.
- b. Any other document provided in connection with this Agreement must be:
- i. in English; or
- ii. (unless the Parties otherwise agree) accompanied by a certified English translation, in which case, the English translation prevails unless the document is a statutory or other official document.
12.6 Third Party Rights
Except as expressly stated herein, a person who is not a party to this Agreement may not enforce any of the terms stiputed under this Agreement.
12.7 Corrupt and Fraudulent Practices
COMPANY requires that SUPPLIER observe the highest standard of ethics during procurement and/or execution of the delivery/provision of the Supplies/Services.
Pursuant to this policy, COMPANY defines the terms set forth as follows:
- (a) Corrupt practice means the offering, giving, receiving or soliciting of anything of value to influence the action of an official in the procurement process and/or in the execution of work and/or in the delivery/provision of Supplies/Services. Further, it will not, nor will the SUPPLIER's Personnel, accept or give any commission or gift or other financial benefit or inducement from or to any person or party in connection with the Supplies/Services and will ensure that its employees, agents and sub-SUPPLIERs will not accept or give any such commission, gift, benefit or inducement, and will immediately give to COMPANY details of any such commission, gift, benefit or inducement which may be offered;
- (b) Fraudulent practice means a misrepresentation of facts in order to influence a procurement process and/or the execution of the work and/or delivery/provision of the Supplies/Services to the detriment of COMPANY, and includes collusive practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive COMPANY of the benefits of free and open competition.
COMPANY will declare the SUPPLIER ineligible, either indefinitely or for a stated period of time, to be awarded a contract/agreement/order if at any time it determines that the SUPPLIER has engaged in any corrupt or fraudulent practices in competing for or in executing the work and/or delivery/provision of Supplies/Services.