МТС Закупки

MTS Procurement Regulations

Public Joint Stock Company Mobile TeleSystems (PJSC MTS), 4, ulitsa Marksistskaya, Moscow, 109147 Tax Payer ID 7740000076 

Section I. General provisions

Article 1. Area of application

1.1. MTS Procurement Regulations (hereinafter referred to as the Regulations) are developed in accordance with the Civil Code of the Russian Federation (hereinafter referred to as the RF CC), the Charter of PJSC MTS (MTS), good business practices, and cover issues of procurement procedures organisation by MTS aiming at purchasing of various goods, works or services. If the terms of the Procurement Documentation contradict the MTS Procurement Regulations, the terms of the Procurement Documentation shall prevail. 

1.2. These Regulations shall be set, amended or cancelled by MTS at its own discretion and may be accepted by the Participant solely by adhesion to them as a whole.

1.3. These Rules shall apply to procurements on behalf of MTS Group Companies. 

Article 2. Terms and definitions used in these Regulations

All headings of sections (articles) shall be used solely for convenience of reading these Regulations and shall not affect interpretation of their terms/content.

Agreement – legal document, regardless of the name (agreement, contract, arrangement, addition, addendum, order, request, annex with force of an order, etc.), which specifies setting, amendment or termination of civil rights and obligations between MTS and Contracting Party.

Procurement – process for detection of Optimal Terms and selection of a Contracting Party, as a result of study of commercial offers from Participants and negotiations with them.

MTS PJSC Electronic Procurement System Oracle AP (EPS) shall mean IT System for a part of procurements in electronic format.

Procurement Documentation (PD) - document, which determines the Procurement Subject and terms of its purchase by MTS (including legal, technical and commercial ones), and also containing special/additional (in respect to the ones specified in the Regulations) requirements to the Participants, documents that the Participants provide and filling instructions.

Declaration of Conformity – document, which confirms agreement and compliance of the Participant with the Requirements and readiness to sign the Agreement according to the terms of MTS.

Commercial Offer (CO) – document made in accordance with the form approved by MTS, which contains a comprehensive set of financial, legal and other terms, under which the Participant is ready to supply the Procurement Subject to MTS within the appropriate Procurement, the duration of which, unless otherwise specified in the PD, makes at least three (3) months from the moment of receipt by MTS.

Contracting Party – Winner that signed the Agreement with MTS.

Lot – separate Procurement Subject within one procedure or a part of purchased products, obviously isolated in the PD, for which within this procedure it is permitted to send a separate offer and make a separate offer and to sign a separate agreement.

Organiser – structural subdivision of MTS, which has initiated and/or performing the Procurement.

Optimal terms – best (of all possible within the appropriate Procurement) set of balanced pricing, technical, organisational and other terms of the Procurement Subject provision by the Participant to MTS.

Procurement Subject – certain product and/or work, and/or service and/or software (including title for its usage - hereinafter referred to as SW).

Winner – Participant, whose commercial offer was recognised by MTS as containing the Optimal Terms. 

Requirements – set of mandatory terms, limitations, requirements, recommendations, standards, specified by these Regulations, the Notice, the Declaration of Conformity and the PD to the appropriate Procurement Subject, to the Participants, and also to documents they provide.

MTS website – www.mts.ru (section Procurement, also on regional pages of the Website).

Notice on Procurement – message addressed to potential Participants of the appropriate Procurement and containing an announcement about the Procurement with specification of the Procurement Subject, the date of completion and place of commercial offer collection. 

Electronic Procurement shall mean procurement in the EPS or at an external electronic trading site. 

Participant – individual or legal entity, which unconditionally accepts the terms of these Regulations/appropriate Procurement Documentation, and is ready to supply the Procurement Subject to MTS (to sign the Agreement).

ITC shall mean Investment and Tender Committee which makes decisions on the approval of results of the biggest and most important for MTS Procurement.   

CTC – Central Tendering Commission of MTS, which takes decisions on approval of results of largest and most important Procurement for MTS.

E-mail address – e-mail address of MTS, intended for distribution of the PD, Notices to the Participants, and also other information related to initiation, amendment, reflection of progress and termination of Procurement. It is specified in the appropriate PD (in Moscow this is zakupki@mts.ru).

Section II. Legal status and methods of Procurement 

Article 3. Legal status of Procurement

3.1. MTS reserves the right to permit or offer to Participants to amend their commercial offers in process of Procurement stages performance. 

3.2. All arrangements achieved by the parties in process of Procurement are recorded by MTS and the Participant by means of execution of the Agreement.

3.3. Unless the PD directly provides for otherwise, it is implied that the Procurement is not a tender, and its performance is not regulated by articles 447-449 of the RF CC. The Procurement is also not a public tender and is not regulated by articles 1057-1061 of the RF CC. Therefore this procedure shall not put the appropriate scope of civil and legal obligations upon MTS.

Article 4. Methods of Procurement

There Regulations are equally applicable to all methods of Procurement listed below, including the following: Request for Proposals; Request for Prices; Competitive Dialogue; Procurement from a single source (no-alternative procurement); Procurement on an electronic trading site.

4.1. Request for Proposals

4.1.1. Depending on the possible circle of the Participants the Request for Proposals may be open (unlimited circle of the Participants) or closed (circle of the Participants determined by MTS).

The closed Request for Proposals shall be applied whenever the Procurement Subject (in view of its features) may be purchased by MTS only from a limited circle of the Participants.

4.1.2. Depending on the number of stages the Request for Proposals may be single-, double- or multi-stage. Multi-stage Requests for Proposals may be applied, when:

- to determine the Optimal Terms, it is necessary to negotiate with the Participants;

- it is not possible to specify detailed requirements to the Procurement Subject or the terms of the Agreement before the Procurement.

4.1.3. Depending on the availability of the procedure of preliminary qualification, the Request for Proposals may or may not include the preliminary qualification.

4.1.4. The Request for Proposals shall be performed according to the following sequence:

- invitation of the Participants for participation in the Procurement through sending a Notice and PD to them;

- preparation and submittal of commercial offers by the Participants;

- performance of the envelopes opening procedure and evaluation of the commercial offers by MTS;

- negotiations with the Participants and/or initiation of the next stages of the Request for Proposals by MTS;

- identification of the Winner by MTS and informing the Participants about completion of the Procurement;

4.1.5. Following the results of commercial offers evaluation and negotiations, MTS shall make a decision to announce the Winner, or to perform additional stages of the Request for Proposals, or to finalise this procedure of the Request for Proposals without identification of the Winner.

4.2. Request for Prices

4.2.1. Depending on the possible circle of the Participants the request for prices may be open or closed. The closed request for prices may be applied for the Participants, which have previously signed framework Agreements corresponding to a certain Procurement Subject following the results of the open Request for Proposals.

4.2.2. The Request for Prices shall be performed according to the following sequence:

- invitation of the Participants for participation in the Procurement through sending a Notice and PD to them;

- preparation and submittal of commercial offers by the Participants;

- identification of the Winner by MTS and informing the Participants about completion of the Procurement.

4.3. Competitive Dialogue

4.3.1. Depending on the possible circle of the Participants the Competitive Dialogue may be open or closed. Negotiations shall be carried out separately with each Participant. 

4.3.2. The Competitive Dialogue shall be performed according to the following sequence:

- invitation of the Participants for participation in the Procurement through sending a Notice to them;

- preparation and submittal of commercial offers by the Participants;

- negotiations with the Participants;

- identification of the Winner by MTS and informing the Participants about completion of the Procurement.

4.4. Procurement from a single source (no-alternative procurement)

The Procurement from a single source shall be carried out in accordance with the following sequence:

- invitation of a Participant for participation in the Procurement through sending a Notice from the E-mail;

- preparation and forwarding of the commercial offer by the Participant to the E-mail;

- negotiations with the Participant, approval of the Winner.

4.5. Electronic Procurement (Procurement on an electronic trading site)

The Procurement on an electronic trading site shall be carried out in accordance with the following sequence:

- placing an ad on a website of an electronic site operator about the Procurement;

- registration of the Participants and provision of access to them for participation in the electronic Procurement by MTS;

- forwarding of offers to the electronic site operator's website by the Participants in a real-time mode;

- identification of the Winner by MTS and informing the Participants about completion of the Procurement.

The list of electronic trading sites, where MTS performs Procurement, is published on the MTS Website. At the time of approval of the Rules, such electronic trading site (ETS) was: http://afk.com.sberbank-ast.ru/ (Sberbank AST CJSC).

4.6. Within 2 business days upon receipt of a notice on recognition of the Participant as a Winner of Electronic Procurement, the latter shall forward the following to the Organiser

- the commercial offer;

- Documents specified by the clause 10.2 of the Regulations (with mandatory specification of the Lot numbers), and also, within 2 business days from the date of receipt of the final version of the Agreement from MTS, 2 counterparts of the Agreement that have been filled and signed by it.

Section III. Rights and obligations of MTS and Participant

Article 5. Rights of Participant

The Participant shall be entitled to:

5.1. received comprehensive information from MTS on terms and procedure of Procurement (with limitations specified for information of confidential nature and/or making a trade secret);

5.2. amend, supplement or withdraw its commercial offer before expiration of the deadline for delivery of the Commercial Offer, unless otherwise directly specified in the PD;

5.3. refer to MTS with questions about explanations on the PD to the E-mail;

5.4. attend the procedure of opening envelopes with commercial offers (clause 4.1.4).

Article 6. Obligations of Participant

The Participant shall:

6.1. follow the Regulations and PD, and also comply with the Requirements;

6.2. provide a valid and relevant set of documents as of the date of commercial offer submittal, which is specified by the Regulations and the appropriate PD;

6.3. immediately inform MTS about all changes to the legal status and the set of documents of the Participants;

6.4. solely bear all costs related to preparation and delivery of commercial offers, regardless of progress and results of Procurement;

6.5. submit only one Commercial Offer (CO) with respect to corresponding Procurement, within its one stage, unless otherwise specified in the procurement documentation; 

6.6. observe the timing of commercial offer submittal.

6.7. if goods of foreign origin are delivered, ensure and provide documents, if requested by MTS, confirming custom clearance of goods in accordance with the current legislation of the Customs Unit.     

- request for discount any number of times; 

- conduct an unlimited number of additional procurement procedure stages, including requesting discounts from Participants;

Article 7. Rights of MTS

MTS shall be entitled to:

7.1. determine and at any time in process of the Procurement amend (also combine) methods of Procurement, Optimal Terms, Procurement Subject, contents of the PD and/or Requirements;

7.2. withdraw a commercial offer, which:

- does not comply with the Requirements, these Regulations and/or the PD;

- contains evident arithmetical or grammatical errors; 

- is submitted by a Participant, who directly or indirectly has given, agreed to give or proposed to an MTS employee a remuneration in any form, which may be regarded as an attempt to influence identification of the Winner;

- contains other (than specified in the PD) terms for supply of the Procurement Subject and/or an offer to purchase other Procurement Subject;

7.3. request explanations or additions from the Participants to their commercial offers, as well as provision of missing documents;

7.4. establish Requirements and terms in the appropriate PD that differ from the ones specified by these Regulations, failure to follow which also excludes the possibility for the Participant to win in the Procurement;

7.5. at any time to extend the deadline for submittal of commercial offers;

7.6. recognise the Participant as the Problem Contracting Party;

7.7. exclude the Participant from participation, and in case of systematic violations – prohibit participation in Procurement for those Participants that made any agreements between each other (in any form) in order to influence the identification of the Winner.

7.8. request information from the Participants on subcounterparties/subcontractors the Participant intends to engage for performing the Works and/or Services in order to fulfill obligations to the Company, approve or reject subcounterparties/subcontractors, information about which  has been provided by the Participant.

Article 8. Obligations of MTS.

MTS shall:

8.1. provide for the Participants equal chances for exercise of their rights specified by these Regulations and PD.

8.2. provide Notices and PD to the Participants by one of the following methods (including combinations of these methods):

- by placement on the MTS Website and/or ETS operator's website;

- by sending to mail addresses of the Participants (on paper and/or in electronic form on CD-R/RW/USB Flash discs);

- by forwarding to e-mail addresses of the Participants (in electronic form and .pdf, .doc, .xls format – from the E-mail);

8.3. respond within the reasonable time to questions of the Participants that relate both to interpretation and application of the Regulations and the terms of the appropriate Procurement.

Section IV. Main requirements

Article 9. Requirements to Participant

9.1. The Participant shall meet the following requirements:

- main (mandatory): (i) it shall not be under a bankruptcy procedure, in process of liquidation; (ii) its property shall not be arrested in part that is substantial for fulfilment of the Agreement; (iii) Participant's business shall not be suspended (as well as of its director) in accordance with the procedure specified by the Russian Federation Code of Administrative Offences;

- additional (depending on the specific character of the Procurement Subject may be specified in the appropriate PD): (i) availability of a license/certificates of membership in a self-regulatory organisation (SRO) for performance of activity types within the Agreement; (ii) availability of experience of obligations performance under similar Procurement Subjects/Agreements; (iii) level of revenue for the last financial year; (iv) equity funds; (v) resource opportunities for agreement performance (financial, material and technical, production, labour); (vi) developed regional network of branches and representative offices; (vii) availability of experts of certain qualification and work experience; (viii) availability of an exclusive right for objects of intellectual property; (viiii) provision of information on subcounterparties/subcontractors in a certain form; (x) engagement of subcounterparties/subcontractors for fulfilment of obligations concerning performance of all or a part of Works/Services only if approved by the Company, (xi) bear responsibility for actions of involved subcontractors / subcontracting parties as for the own actions, etc. 

Article 10. Requirements to Documents

10.1. Documents provided by the Participant shall be made in Russian. The exception is the documents, originals of which were given to the Participant by third parties in a different language (may be provided in the original language provided there is a Russian translation attached; in specially agreed instances - apostilled translation). Whenever there are discrepancies between the Russian translation and original of the document in a different language, MTS shall make a decision on the basis of the translation. MTS shall be entitled not to consider documents that were not translated into Russian.

10.2. Unless otherwise stated in corresponding Notice and/or Procurement Documentation (PD), the Participant shall provide /confirm the relevance of documents provided before within the framework of each Procurement  depending on the format of commercial offer collection:

Note: Up-to-date documents do not require replacement.

Participant’s Questionnaire is a mandatory document to be updated at least once 12 months. 

Participant who has not completed the Participant’s Questionnaire and, thus, not provided a written commitment to satisfy MTS requirements in the area of business ethics and anti-bribery compliance may not be chosen as Winner. 

10.3. Documents provided as hard copies, and also documents provided as scanned copies shall be signed by an authorized person and also sealed with the primary seal of the Participant. 

10.4. Documents included into the commercial offer shall be bound and/or packed to avoid accidental fallout or movement of pages. 

10.5. Scanned copies of the documents shall be made from original documents, have a .pdf fiel extension, resolution of 150 dots per inch, clearly visible text, and also signatures and stamps (if available in the document).

Each electronic document shall be named and provided in a separate file, size of which (or its part) shall not exceed 3 Mb. Scanned copies are provided at the discretion of the Participant on one of the following types of information media: CD|DVD-R/RW or USB Flash disc. If the format of documents delivery is not complied with, MTS reserves the right to request rectification of such failure from the Participant.

10.6. The Participant's commercial offer shall be provided on a letter head of A4 format (font Arial, size No.10 or 11, through 1 line spacing), and shall contain a complex of details mandatory for business correspondence.

10.7. No corrections in the text of the commercial offer shall be valid, apart from those instances, when such corrections are certified with a handwritten inscription "alteration valid" and manual signature of the authorized person located near each correction.

10.8. Documents that contain table data are also provided in electronic form in .xls format.

10.9. If for any reasons the Participant is unable to provide the required document, it shall attach a reference drafted in arbitrary form, which explains the reason for absence of the required document, and also containing assurances about compliance with this Requirement.

10.10. If necessary, hard copies of the Documents may be requested from the Participant. 

10.11. The Participant shall bear all costs related to preparation and provision of the Documents.

Section IV. Commercial offer and negotiations

Article 11. Commercial offer (preparation, delivery and acceptance, alteration)

11.1. The Participant provides a commercial offer for any Lot or all lots at its own discretion. At the same time it is prohibited to break the commercial offer for a part of the ot by its separate items or for a part of the Lot scope.

11.2. When submitting commercial offers for several Lots, a commercial offer shall be prepared separately for each of the Lot with indication of the Lot number and name, at the same time it shall contain each Lot number and name, and the total sum shall be the sum of each Lot;

11.3. Evaluation of the commercial offer, determination of the Winner and signature of the Protocol of results shall be carried by MTS separately and independently on each Lot.

11.4. The hard copy of the commercial offer and CD|DVD-R/RW/USB Flash disc (with documents in electronic form) shall be reliably sealed in a separate envelope. If the PD provides for submittal of other documents as a hard copy, then the envelope with the commercial offer is placed into an envelope (packet, box, etc.) with these documents and is reliably sealed. 

11.4. If the PD provides for that the CO shall be provided in hard copy and / or on CD|DVD-R/RW/USB Flesh disk (with electronic documents), then such documents shall safely sealed in a separate envelope.

 If the CO provides for the provision of other documents in hard copy, then the envelope containing the CO shall be put into an envelope (package, box, etc.) with these documents and sealed safely;   

11.5. The envelope with the commercial offer shall be sent by the Participant to the Organizer's address specified in the appropriate PD by mail or with a courier. In the latter case, MTS shall issue a receipt to a person who delivered the commercial offer on its acceptance, with indication of actual time of delivery.

11.6. The appropriate PD may include a requirement on provision of the second copy of the commercial offer and/or other documents to MTS subdivisions that perform a control function.

Article 12. Negotiations

12.1. Negotiation shall be performed in one or several tours. Sequence of negotiations shall be set by MTS. In process of negotiations the parties shall avoid disclosure of received commercial offers content, as well as progress and content of negotiations to other Participants.

12.2. MTS may propose the following as a result of negotiations:

- to any Participant to be a general contractor/supplier and to employ any Participant or a third party organisation as an associate contractor;

- to several specific Participants to unite into a collective Participant.

Any of the Participants shall be entitled to decline such proposal without any consequences and to participate in further procedure of the Request for Proposals at its own discretion.

Section V. Notification of Participants on results of Procurement and signature of Agreement

Article 13. Notification of Participants

13.1. After the winner(s) of the procurement procedure have been approved, all participants of the procurement procedure are notified on the completion of the procurement procedure in the e-procurement system (for example, OeBS) or by e-mail with the indication, whether the notified participant is the winner».

Article 14. Signature of Agreement

14.1. Recognition of the Participant as the Winner. However, shall not oblige MTS to sign an Agreement with it.

14.2. A draft Agreement attached to the PD is an affiliation agreement, which may be accepted by the Participant only by adhesion to it in as a whole. The Agreement terms shall be unified for all Participants, are market-average (based on experience of MTS purchasing similar goods/works/services/SW in the competitive market) and compromise in respect of mutual rights and obligations. Its variable terms are determined in accordance with the requirements of the appropriate PD.

14.3. Apart from the instance specified in the clause 4.6, the Winner shall sign (in two copies) the Agreement made by MTS on the basis of the Winner's commercial offer in accordance with the form attached to the PD within 3 business days upon receipt of its final version from MTS, and shall forward it within the same period with a courier to the Organizer.

Section VI. Miscellaneous

Article 15. Procedure of disputes settlement 

15.1. All differences or disputes, which may arise between MTS and the Participant/Winner shall be, whenever possible, settled through negotiations.

15.2. If for any reasons agreement is not reached in process of negotiations, a stakeholder may forward the appropriate information to e-mail: buz@mts.ru, external.hotline.mts@b1.ru.