The language of the contract shall be English.
The Vendor shall indemnify and protect the Purchaser against any claims, damages, losses, costs and expenses arising out of any injury, sickness or death to persons or any loss of or damage to property, caused by the fault or negligence of the Vendor. The Vendor warrants that the goods offered for sale under the contract do not infringe any patent, trade-name, or trade-mark. In addition, the Vendor shall indemnify, defend and protect the Purchaser from any actions or claims brought against the Purchaser pertaining to alleged infringements of a patent, design, tradesman or trade-mark arising from the contract.
Any export licences or other licences required for the goods shall be obtained by the Vendor.
Any levies imposed on the goods outside the Purchaser’s country, shall be the entire responsibility of the Supplier.
3. PERFORMANCE SECURITY.
Within 30 days after the Supplier’s receipt of notification of award of the Contract, the Supplier shall furnish performance security to the Purchaser in the amount of ten percent of the Contract Price.
The proceeds of the performance security shall be payable to the Purchaser as compensation for any loss resulting from the Supplier’s failure to complete his obligations under the Contract.
The Performance Security shall be paid in a manner agreed on and accepted by the Purchaser.
The performance security will be discharged by the Purchaser and returned to the Supplier not later than four (4) months following the date of final delivery to the destinations indicated in the Contract.
4. INSPECTIONS AND TESTS
The purchaser or its representative shall have full access to the facilities of the supplier at all reasonable times to appraise the production, testing and packaging of the material, and shall provide reasonable assistance to the Purchaser or its representative for such appraisal. That includes also copies of any relevant test results or Quality Control protocols that may be necessary.
Should any inspected or tested Goods fail to conform to the Technical Specifications, the Purchaser may reject them and the Supplier shall either replace the rejected Goods or make all alterations necessary to meet the specified requirements free of cost to the Purchaser.
5. TRANSPORTATION AND DELIVERY.
The goods supplied under this contract shall be delivered “CIF” or “CIP” as defined in the current edition of the International Rules for the -Interpretation of the Trade Terms published by the International Chamber of Commerce, Paris.
Delivery of the contracted goods shall be made to the ports or addresses as specified in the contract by the Purchaser.
The Supplier warrants that all Goods supplied under the Contract will fully comply in all respects with the technical specifications and with the conditions laid down in the Contract. In the event any of the Goods are recalled, the Supplier shall notify the Purchaser within fourteen (14) days and promptly replace the items covered by the recall at its own cost.
If any item fails to comply with the technical specifications the Supplier shall promptly with all reasonable speed replace the item without cost to the Purchaser.
The Purchaser shall have the right to make claims under the above warranty for the entire period of specified shelf life of each item respectively.
7. DOCUMENTATION ON DELIVERY.
Immediately on shipment of the contracted Goods, the Supplier will advise the Purchaser by telex, fax, or cable of the following details:
• Name of the vessel or carrier
• Date and time of departure from port of shipment
• Quantity of Goods on board
• Invoiced value of the Goods
• Bills of lading number(s)
• Expected time of arrival at port of discharge.
• The Supplier will also despatch to the Purchaser one set of the following documents by courier service and another set through the Master of the vessel:
• One negotiable copy of the clean bill of lading with non-negotiable copies (marked “freight prepaid” in CIF Contracts).
• Certified commercial invoice and ten copies.
• Original copy of the packing list
• Original copy of the certificate of inspection furnished to Supplier by the nominated inspection agency and six copies.
• Certificate of in-house analysis
• Original copy of the certificate of weight issued by the port authority/licensed authority and ten copies
• Insurance Certificate
• Supplier’s/manufacturer’s warrantee
• Copy of telex/fax/cable sent to Purchaser by Supplier upon the departure of the vessel.
Payment shall be made in the following manner:
(i) On shipment: 90 percent of the Contract Price of the Goods shipped shall be paid through irrevocable confirmed Letter of Credit established in favour of the Supplier in a bank indicated by the Supplier, on submission of documents specified or any way of payment agreed on between the Supplier and the Purchaser; and
(ii) On Receipt of Goods: 10 percent of the Contract Price of Goods received shall be paid within 30 days of receipt of Goods on submission of an invoice supported by documentary evidence issued by the Purchaser’s representative that the Goods have been received.
Any other agreement on payment performance, made between the Purchaser and the Supplier will, when clearly expressed in the contract, overrule this paragraph.
The Supplier’s requests(s) for payment shall be made to the Purchaser in writing, accompanied by an invoice describing, as appropriate, the Goods delivered and Services performed, and by shipping documents, submitted pursuant and upon fulfilment of other obligations stipulated in the Contract.
Payments shall be made promptly by the Purchaser within sixty (60) days of submission of an invoice by the Supplier.
9. PRICE AND CURRENCY.
Prices charged by the Supplier for Goods delivered and Services performed under the Contract shall not vary from the prices quoted by the Supplier in its bid.
The currency of payment will be United States Dollars (USD).
Delivery of the Goods and performance of Services shall be made by the Supplier in accordance with the time schedule specified by the Purchaser in its Schedule of Requirements.
An unexcused delay by the Supplier in the performance of its delivery obligations shall render the Supplier liable to any or all of the following sanctions: forfeiture of its performance security, imposition of liquidated damages, and/or termination of the Contract for default.
If at any time during performance of the Contract, the Supplier or its subcontractor(s) should encounter conditions impeding timely delivery of the Goods and performance of Services, the Supplier shall promptly notify the Purchaser in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Supplier’s notice, the Purchaser shall evaluate the situation and may at its discretion extend the Supplier’s time for performance, in which case the extension shall be ratified by the parties by amendment of the Contract.
11. LIQUIDATED DAMAGES.
If the Supplier fails to deliver any or all of the Goods or perform the Services within the time period(s) specified in the Specifications and Schedule of Requirements, the Purchaser shall, without prejudice to its other corrective measures under the Contract, deduct from the Contract Price, as liquidated damages, a sum equivalent to 0.5 percent of the delivered Contract Price of the delayed Goods or unperformed Services for each week of delay until actual delivery or performance, up to a maximum deduction of 10 percent of the delayed Goods or Services Contract Price. Once the maximum is reached, the Purchaser may consider termination of the Contract.
12. TERMINATION FOR DEFAULT.
The Purchaser may, without prejudice to any other corrective measures for breach of contract, by written notice of default sent to the Supplier, terminate the Contract in whole or in part:
(a) if the Supplier fails to deliver any or all of the Goods within the time period(s) specified in the Contract, or any extension thereof granted by the Purchaser.
(b) if the Supplier fails to replace promptly any Goods rejected when submitted for testing or subject to a recall ordered by the applicable regulatory authority in the country of manufacture due to unacceptable quality or reports of adverse drug reactions after giving prompt notice of the recall;
(c) if the Supplier fails to perform any other obligation(s) under the Contract.
In the event that the Purchaser terminates the Contract in whole or in part, pursuant to paragraph above, the Purchaser may procure, upon such terms and in such manner as it deems appropriate, Goods similar to those undelivered, and the Supplier shall be liable to the Purchaser for any excess costs for such similar Goods. If the Supplier fails to reimburse the Purchaser for such excess costs within a reasonable period, the Purchaser may have recourse to the performance security. However, the Supplier shall continue performance of the Contract to the extent not terminated.
13. FORCE MAJEURE.
The Supplier shall not be liable for forfeiture of its performance security, liquidated damages or termination for default, if and to the extent that, its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure.
For purposes of this clause, “Force Majeure” means an event beyond the control of the Supplier, not involving the Supplier’s fault or negligence and not foreseeable. Such events may include, but are not restricted to, acts of the Purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.
If a Force Majeure situation arises, the Supplier shall promptly notify the Purchaser in writing of such a condition and the cause thereof. Unless otherwise directed by the Purchaser in writing, the Supplier shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.
14. RESOLUTION OF DISPUTES.
The Purchaser and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Contract.
If, after thirty (30) days from the commencement of such informal negotiations, the Purchaser and the Supplier have been unable to resolve amicably a Contract dispute, either party may require that the dispute be referred for resolution to the formal mechanisms specified below:
(a) in the case of a dispute between the Purchaser and a Supplier which is a national of the Purchaser’s country, the dispute shall be referred to adjudication/arbitration in accordance with the laws of the Purchaser’s country; and
(b) in the case of a dispute between the Purchaser and a foreign Supplier, the dispute shall be settled by arbitration in accordance with the provisions of the UNCITRAL Arbitration Rules.
15. APPLICABLE LAW.
The Contract shall be interpreted in accordance with the laws of the Purchaser’s country.