Unless
the contract has been concluded by the earlier acceptance of an offer, it
shall come into effect at the time and on the date the Acknowledgment Copy
of the UNRWA Purchase Order is mailed to UNRWA or is delivered by hand to
an accredited UNRWA official.
2. SHIPMENT AND DELIVERY
(a)
All goods shall be delivered or shipped, as the case may be, at the
Supplier's risk, unless; otherwise provided in the contract, to the place
or places and within the time limits specified in the contract.
(b)
The Supplier undertakes to take all reasonable steps to provide
UNRWA with an original Bill of Lading before the actual arrival of the
goods at place of destination, and in the event that UNRWA takes delivery
of the goods before arrival of the Bill of Lading, the Supplier agrees to
hold UNRWA harmless from all claim that may be made upon UNRWA under said
Bill of Lading.
3. PACKING
The
Supplier warrants that the goods are contained or packaged in a manner
adequate to protect the goods while in transit. The Supplier shall be
responsible for any damage or loss which can be shown to have resulted
from faulty or inadequate packing.
4. INSPECTION
The duly
accredited representatives of UNRWA shall have the right to inspect the
goods during manufacture, at the Supplier's premises in the ports or
places of shipment or arrival and in UNRWA installations. The Supplier
shall provide all facilities for such inspection. UNRWA may issue a
written waiver of inspection at its discretion. Any inspection carried
out by the representatives of UNRWA or any waiver thereof shall not
prejudice the implementation of other relevant provisions of this contract
concerning obligations subscribed by the Supplier.
5. REJECTION
(a)
In the case of goods purchased on the basis of specifications or
samples or both, UNRWA shall have the right to reject the goods or any
part thereof if they do not conform in the opinion of UNRWA to the
specifications or samples.
(b)
UNRWA shall have the right to reject the goods in the event that
the packing is not in accordance with the terms of the contract.
(c)
When the goods or any part thereof have been rejected, UNRWA shall
have the right, without prejudice to the provisions of Article 8, to
demand from the Supplier the immediate delivery of acceptable goods in
replacement thereof in accordance with the contract or to purchase other
similar goods elsewhere and to claim from the Supplier the amount of loss
or damages sustained by reason of the default.
(d)
Goods or any part thereof in UNRWA's possession which have been
rejected by UNRWA must be removed at the Supplier's expense within such
period as UNRWA may specify in its notice of rejection.
After
such notice has been dispatched to the Supplier, the goods or any part
thereof will be held at the latter's risk and expense including, if
necessary, the cost of their transfer to and storage at a commercial or
bonded warehouse, and no liability shall attach to UNRWA for any loss or
damage thereto. The payment of any customs duties which may be required
on rejected goods that were imported duty free shall be the Supplier's
responsibility. Should the Supplier fail to remove the goods as required
by the notice of rejection, UNRWA may dispose of them, without any
liability to the Supplier whatsoever, in such manner as it deems fit.
6. PAYMENT
Payment
shall be as indicated in the contract.
7. DISCOUNT
Time in
connection with any cash discounts offered will be computed from the date
of receipt by UNRWA's Procurement and Logistics Division of full
documentation as specified by the Purchase Order.
8. DEFAULT
In case
the Supplier fails to comply with any term of the contract, including but
not limited to failure or refusal to make deliveries within the limit
specified, he shall be liable for all damages sustained by UNRWA, and
UNRWA may procure the goods from other sources and hold the Supplier
responsible for any excess cost occasioned thereby. UNRWA may collect
damages from the Supplier in lieu of purchasing the goods from other
sources. UNRWA may by written notice terminate the right of the Supplier
to proceed with deliveries or such part or parts thereof as to which there
has been default, or if any delivery is late, UNRWA may cancel such
delivery or the entire contract.
9. WAIVER
No waiver
of any breach of the contract shall be held to be a waiver of any other or
subsequent breach. All remedies afforded in the contract shall be taken
and construed as cumulative, i.e., in addition to every other remedy
provided herein or by law.
10. CANCELLATION
(a)
UNRWA shall have the right to cancel the contract or any of the
provisions thereof at any time in accordance with the provisions of
Article 16. In this event the Supplier may charge UNRWA reasonable costs
of expenses incurred by him to the time of such cancellation which will
only be paid upon production by the Supplier of supporting documents to
the satisfaction of UNRWA.
(b)
Should shipment or delivery to UNRWA be prevented by prohibition of
export or import, blockade, war, armed conflict, civil disturbance,
industrial disturbance or other similar cause beyond the control of either
party, the contract or the then unfulfilled part thereof may be cancelled
at the discretion of UNRWA.
11. BANK GUARANTEE
When
specifically requested by UNRWA in the special conditions of the contract,
a bank guarantee in a form and from a bank acceptable to UNRWA and for an
amount to be prescribed by UNRWA shall be obtained by the Supplier at his
expense and deposited with UNRWA before signature of the contract. In the
event of any loss, damage and/or extra costs incurred by UNRWA by reason
of the Supplier's negligence or failure to carry out the terms and
conditions of the contract or of any part thereof, that part of any such
loss, damage and/or extra costs which is represented
by the full or by any lesser amount of such guarantee shall be immediately
and initially reimbursable to UNRWA from such guarantee without prejudice
to its right to hold the Supplier liable for the full amount of such loss,
damage and/or extra cost. The guarantee shall be valid for a period of not
less than 30 days after the date of arrival at destination of the last
specified delivery.
12. ADVERTISING
The
Supplier shall not advertise or otherwise make public the fact that he is
a Supplier to UNRWA without its specific approval. Nor shall he in any
manner whatsoever use the name, emblem, or official seal of the United
Nations Relief and Works Agency or any abbreviation thereof in connection
with his business or otherwise. Non‑observance of these conditions shall
entitle UNRWA to cancel the contract or any part thereof and to hold the
Supplier liable for any damages which UNRWA has sustained as a result
thereof.
13. ASSIGNMENT AND
INSOLVENCY
(a)
The Supplier shall not, except after obtaining the written consent
of UNRWA, assign, transfer, pledge or make other disposition of this
contract, or any part thereof, or any of the Supplier's rights or
obligations under this contract.
(b)
Should the Supplier become insolvent or should control of the
Supplier change by virtue of insolvency, UNRWA may without prejudice to
any other rights or remedies, terminate this contract by giving the
Supplier written notice of termination.
14. AMENDMENTS
No
changes in or modifications to this contract shall be valid unless
confirmed in writing or by cable by both parties.
15. NOTICE
(a)
Service of any notice shall be deemed to be good if sent by
registered mail or by cable, or by hand against authorized signature of
receipt, to the address of the parties as set out in the heading of the
Purchase Order.
(b)
In the application of the general and special conditions of the
contract and especially the provisions of Articles 5, 8, 9, 10, 12 and 13,
it is expressly agreed that UNRWA shall have the right to enforce the
provisions of said conditions without the necessity of resorting to
service of summons, mise en demeure or notarial notice, and without any
legal formalities or court proceedings of any kind whatsoever; it being
further agreed that the notice provided for in (a) above is adequate and
sufficient notwithstanding any provisions of municipal law to the
contrary.
16. DISPUTES / ARBITRATION
Any
dispute arising out of the interpretation or application of the terms of
the contract shall, unless settled by direct negotiations, be referred to
an arbitrator who shall be appointed jointly by the parties. Should the
parties not agree within 30 days as to the choice of the arbitrator, the
appointment will be made by the President of the Court of Arbitration of
the International Chamber of Commerce. The decision of the arbitrator
shall be final, binding and immediately enforceable upon the parties.
17. PRIVILEGES AND
IMMUNITIES
Nothing
contained in this contract, including submission of UNRWA to an award of
an arbitrator, shall be deemed a waiver, express or implied, by UNRWA of
its jurisdictional immunity from judicial process or execution wheresoever
derived.
18. OFFICIALS NOT TO
BENEFIT
The
Supplier warrants that no official of UNRWA has received or will be
offered by the Supplier any direct or indirect benefit arising from this
contract or the award thereof. The Supplier agrees that breach of this
provision is a breach of an essential term of this contract.
19. SUPPLIER’S
REPRESENTATION AND WARRANTY
The Supplier represents and warrants that neither it
nor any of its suppliers is engaged in any transactions with, and/or the
provision of resources and support to, individuals and organizations
associated with, receiving any type of training for, or engaged in, any
act or offence described in Article 2, Sections 1,3,4 and 5 of the
International Convention for the Suppression of the Financing of
Terrorism, adopted by the General Assembly of the United Nations in
Resolution 54/109 of 9 December 1999. Any breach of this representation
and warranty shall entitle UNRWA to terminate this contract immediately
upon notice to the Supplier at no cost to UNRWA.
C)
GENERAL CONDITIONS OF SERVICE CONTRACTS
This
contract shall come into effect at the time and on the date the contract
is signed by the Parties hereto.
2.
LIMITATION OF LIABILITY
(a)
The contractor shall hold the Agency harmless from whatever
action instituted against the Agency by any third party in connection
with any matter arising from this contract.
(b)
No person engaged in or performing work and/or duties under or in
connection with this contract, shall for that reason be considered an
employee or servant of UNRWA.
3. DELIVERY OR
COMPLETION
(a)
All goods subject to this contract shall be delivered or shipped,
as the case may be, at the contractor's risk, to the place or places and
within the time limits specified in the contract, and where appropriate,
unless otherwise stated in the contract, containers and packages shall
be new, sound and of adequate strength and shall become the property of
UNRWA.
(b)
All services performed under this contract shall be completed in
accordance with the terms set out in the contract.
4. INSPECTION
Accredited UNRWA
representatives or nominees shall have the right to inspect at any time
the services being performed and/or the goods being processed, serviced,
or repaired at contractor's stores or warehouses, or elsewhere,
including UNRWA installations in connection with this contract and the
contractor shall give all facilities for such inspection.
5. REJECTION
UNRWA shall have the right
to reject without payment all services rendered under this contract
which are not of acceptable professional standard.
6. PAYMENT
Payment
shall be made within 15 days of satisfactory completion of contract, or
of receipt of invoice in duplicate, whichever is later, unless otherwise
specified overleaf.
7. DEFAULT
In the event the contractor
shall fail to comply with any of the terms of the contract, or to
provide the services specified in the contract at the required time,
UNRWA shall have the right in accordance with the provisions of Article
13, to terminate or cancel the contract partially or in its entirely,
and to obtain the services or any part thereof elsewhere. The
contractor shall be liable by reason of default for any loss or damage
sustained and additional costs incurred by UNRWA.
8. WAIVER
No
waiver of any breach of the contract shall be held to be a waiver of any
other breach. All remedies afforded in the contract shall be taken and
construed as cumulative, i.e. in addition to every other remedy provided
by law.
9. CANCELLATION
(a)
UNRWA shall have the right to cancel the contract or any of the
provisions thereof at any time in accordance with the provisions of
Article 13. The contractor may then charge UNRWA the reasonable cost of
all necessary expenses incurred by him in fulfilment of this contract to
the time of such cancellation which will be paid only upon production by
the contractor of supporting documents to the satisfaction of UNRWA,
provided they cannot be recovered otherwise.
(b)
Should completion of the contract be prevented by prohibition of
export or import, blockade, war armed conflict or civil disturbance, the
contract may be cancelled in whole or in part at the sole discretion of
UNRWA, and no liability whatsoever shall attach to UNRWA as a result
thereof.
10. BANK
GUARANTEE
If
specifically so requested by UNRWA prior to the signature of this
contract, the Contractor shall provide a banker's guarantee on a bank
acceptable to UNRWA in the form, amount and manner prescribed by UNRWA.
11. DISPUTES
Any
dispute arising out of the interpretation or application of the terms of
the contract shall, unless settled by direct negotiations, be referred
to an Arbitrator who shall be appointed jointly by the parties. Should
the parties not agree within 30 days after request for arbitration by
either party as to the choice of the Arbitrator. The appointment shall
be made by the President of the Court of Arbitration of the
International Chamber of Commerce upon request by either party. The
decision of the Arbitrator shall be final and binding upon the parties.
It is understood, however, that the provisions of this Article and the
submission of UNRWA to an award of an Arbitrator do not constitute a
waiver by UNRWA of its immunity from any form of legal process.
12. AMENDMENT
No
amendment to the contract shall be valid unless confirmed in writing by
both parties.
13.
NOTICE AND OTHER FORMALITIES
(a)
Service of any Notice referred to in the contract or arising
there from shall be deemed to be valid if sent by registered mail, or by
cable, or by hand against authorized signature on receipt, to the
address of the party concerned as set forth in this contract.
(b)
In the application of these general conditions, and especially
the provisions of Articles 7, 9, 10, and 11, it is expressly agreed that
UNRWA shall have the right to enforce these conditions without the
necessity of resorting to service of summons, mise en demeure, notarial
notice, and without any legal formalities or court proceedings of any
kind whatsoever; it being further agreed that the Notice provided for in
(a) above is adequate and sufficient notwithstanding nay provisions of
municipal law to the contrary.
14. INFORMATION
The Contractor shall not
make known in any way to third parties the fact that he is a contractor
to UNRWA, nor shall he disclose any information obtained from UNRWA in
connection with this contract, except with the specific approval of
UNRWA.
15. OFFICIALS NOT
TO BENEFIT
The Contractor warrants
that no official of the UNRWA has received or will be offered by the
Contractor any direct or indirect benefit arising from this contract or
the award thereof. The Contractor agrees that breach of this provision
is a breach of an essential term of this contract.
16.
CONTRACTOR'S REPRESENTATION & WARRANTY
The
Contractor represents and warrants that neither it nor any of its
suppliers is engaged in any transactions with, and/or the provision of
resources and support to, individuals and organizations associated with,
receiving any type of training for, or engaged in, any act or offence
described in Article 2, Sections 1,3,4 and 5 of the International
Convention for the Suppression of the Financing of Terrorism, adopted by
the General Assembly of the United Nations in Resolution 54/109 of 9
December 1999. Any breach of this representation and warranty shall
entitle UNRWA to terminate this contract immediately upon notice to the
Contractor at no cost to UNRWA.
