the provision of the Design, Manufacturing and Delivery of Rigid Hull Inflatable Boats to Pakistan

Transcription

1 CONTRACT No. [INSERT between the International Atomic Energy Agency, [INSERT CONTRACTOR S NAME] and [INSERT END-USER S NAME] concerning the provision of the Design, Manufacturing and Delivery of Rigid Hull Inflatable Boats to

2 Table of Contents Article 1 Definitions... 4 Article 2 Scope... 5 Article 3 Responsibilities of the Contractor... 5 Article 4 Responsibilities of the End-User... 6 Article 5 Responsibilities of the IAEA... 7 Article 6 Work Programme... 7 Article 7 Delivery... 9 Article 8 Transport Regulations, Packing and Marking Article 9 Title and Risk to the Equipment Article 10 Training Article 11 Technical Documentation Article 12 Acceptance Article 13 Warranty Article 14 Contract Price Article 15 Payment Article 16 Use of Information Article 17 Points of Contact Article 18 Contract Documents Article 19 Supply of Additional Material Article 20 Settlement of Disputes Article 21 Entry into Force and Duration Page 2 of 20

3 This Contract is entered into between the International Atomic Energy Agency (hereinafter referred to as the IAEA ), an intergovernmental organization established by its Statute, whose address is Vienna International Centre, P.O. Box 100, 1400 Vienna, Austria; [INSERT CONTRACTOR S NAME] (hereinafter referred to as the Contractor ), whose address is [INSERT ADDRESS]; and [INSERT END-USER S NAME] (hereinafter referred to as the End-User ), whose address is [INSERT ADDRESS]. Hereinafter, the IAEA, the Contractor and the End-User are also referred to individually as a Party and collectively as the Parties. WHEREAS the IAEA in the implementation of the project IAEA- Nuclear Security Co-operation programme for Karachi Nuclear Power Plant desires to engage a qualified contractor to supply equipment, perform services and execute works required for the design, manufacturing, delivery, commission and testing of Rigid Hull Inflatable Boats, and provide training to the End-User (hereinafter referred to as the Project ); WHEREAS the End-User is designated as the recipient of the goods and services to be provided by the IAEA in connection with the Project; WHEREAS the End-User is ready, able and willing to take all necessary measures and make all necessary arrangements to facilitate the implementation of the Project; and WHEREAS the Contractor is ready, able and willing to provide the equipment and services required for the Project. NOW, THEREFORE, the Parties hereby agree as follows: Page 3 of 20

4 Article 1 Definitions In this Contract, words and expressions shall have the same meanings as respectively assigned to them in this Article: Annex A means the IAEA General Conditions of Contract Contracts for the Provision of Goods and Services (Rev. May 2014); Annex B means the statement of work ( SOW ) or equipment specification document ( Specification ), which describes the requirements for the equipment and services to be performed under this Contract; Annex C means the Contractor's Proposal dated [INSERT DATE] including the agreed implementation schedule; [and as applicable, clarifications subsequently provided at the request of the IAEA]; Certificate of Final Acceptance means the document stating that the inspected equipment and/or rendered services meet the applicable requirements described in Annex B; Equipment means the Rigid Hull Inflatable Boats and any other equipment, materials, spare parts, tools, technical documentation, and any other goods to be supplied by the Contractor and/or its sub-contractors for the performance of the work under the Contract; End-User s Site means the End-User s locations or premises as listed in Annex B, where the Equipment shall be delivered to, tested and commissioned; Firm Fixed Price means the price for which the Contractor is required to supply the Equipment, perform all the Services, and comply with all the contractual obligations as stated in this Contract. The Contractor shall absorb any additional costs or expenses required to provide the Equipment and complete the Services, at the agreed quality standards, described in the Annexes to this Contract, for which the price has been fixed; Services means services related to the Equipment for purposes of the Project, including as the case may be but not limited to, all necessary arrangements, preparatory work, reviews, inspections, consultations, preparation and finalization of plans, designs, drawings, reports, technical specifications/requirements and documentation, transportation, installation and commissioning, training and any other services to be provided by the Contractor or its sub-contractors in order to fulfil the Contractor s obligations in accordance with this Contract; Technical Documentation means deliverable data items, such as manuals, schematics, preliminary drawings, installation drawings, Detailed Design as defined in Article 3 ( Responsibilities of the Contractor ) below, technical reports and documentation, to be provided by the Contractor and listed as deliverables in Annex B to this Contract; Page 4 of 20

5 Work means the Equipment and Services to be provided by the Contractor for the performance of the Contract. Article 2 Scope 1. The Contractor shall perform the Work, specifically, but not limited to the design, manufacture, deliver, commission, and test the Rigid Hull Inflatable Boats, and provide training to the End-User as further described in Annex B to this Contract. 2. The Equipment, including all related technical documentation, software (if any), materials, and Services, including know-how, to be provided by the Contractor under this Contract, shall constitute a complete and functioning unity. Article 3 Responsibilities of the Contractor 1. Further to the responsibilities set out in Article 3 ( Responsibilities of the Contractor ) of Annex A ( IAEA General Conditions of Contract) to this Contract, the Contractor shall perform the Work as further described in Annex B ( SOW ) and Annex C ( Contractor s Proposal ) to this Contract in accordance with the applicable international quality standards. 2. The Contractor shall perform the Work using its skills and judgement of the highest standard and shall cooperate with the IAEA, including IAEA consultants, in best furthering the interests of the IAEA within the scope of this Contract. The Contractor shall provide efficient business administration and supervision, and perform the Work in the most expeditious and economical manner consistent with the requirements set forth in this Contract. 3. The Contractor shall provide qualified English-speaking personnel as necessary to perform the Work under this Contract. The key persons shall be available for possible tasks related to the Work throughout the duration of the Contract period. Any replacement of the key personnel shall be notified to the IAEA at least four (4) weeks in advance and is subject to prior written approval of the IAEA. 4. In addition to the provisions of Article 3.1 ( Responsibilities of the Contractor ) and Article 27.2 ( Export Licences ) of Annex A ( IAEA General Conditions of Contract ) to this Contract, the Contractor shall obtain and maintain all permits and licenses necessary for the supply and delivery of the Equipment to the End-User. The Contractor shall timely provide the End-User with all information and technical support that may be needed to obtain the import licences, permits and/or authorizations in accordance with the regulations of the appropriate regulatory authorities. Page 5 of 20

6 5. The Contractor shall refrain from any action which may adversely affect the IAEA or the End-User and shall fulfil its commitments with the fullest regard for the interests of the IAEA and the End-User. 6. If applicable, the Contractor shall provide the End-User a list of the equipment and tools to be used during installation and to be re-exported at the end of the Work, eight (8) weeks in advance of the expected importation date to allow the End-User to obtain the necessary import and export permits. 7. The Contractor shall provide to the IAEA a detailed design of the Equipment (hereinafter referred to as the Detailed Design ) for the approval by the IAEA and the End-User. 8. The Contractor shall perform the Work under this Contract in accordance with: (i) applicable laws, norms, regulations and standards valid at the time of performance in the End-User s country, and in the country of the Equipment manufacturing; (ii) relevant norms, regulations and standards of the IAEA; (iii) any licences, permits or authorizations that have been issued for the performance of the Work under this Contract; and (iv) relevant procedures and quality assurance mechanisms representing best practices in the industry. In the event of discrepancies among the various norms, regulations and standards, the most restrictive terms shall be applied. 9. The Contractor shall cooperate with the IAEA and take all necessary measures to enable the IAEA and/or End-User to monitor the Contractor s implementation of its obligations under this Contract and verify the Contractor s compliance with this Contract. The verification of any part of the Work shall not relieve the Contractor from any responsibility under this Contract and shall not mean acceptance of the Work. 10. The Contractor shall agree with the End-User, and communicate to the IAEA, on the date of delivery, if different from the one specified in Article 6 ( Delivery of the Equipment ), and shall timely provide the End-User with all information and technical support that may be needed in order to obtain the licences, permits or authorizations required for the delivery of the Equipment under this Contract. Article 4 Responsibilities of the End-User 1. In addition to the explicit obligations provided elsewhere in this Contract, the End-User shall take every reasonable measure and make all necessary arrangements to ensure the efficient and proper execution of the Work under this Contract at no additional cost to the IAEA. 2. In particular, the End-User shall: Page 6 of 20

7 (i) (ii) promptly respond to all requests for information regarding the Work including approval of the Detailed Design or any other Technical Documentation; in coordination with the IAEA, agree with the Contractor on dates for acceptance testing and date of delivery of the Equipment if different from the one specified in Article 6 ( Delivery of the Equipment ); (iii) obtain the necessary licenses, permits, authorizations, certificates or other documentation required for import of the Equipment into the End-User s country; and (iv) obtain all permits and approvals necessary for the access of personnel of the Contractor and the IAEA to the End-User s Site for the performance of the Work by the Contractor. 3. The End-User shall bear all costs in connection with its commitments under this Contract. Article 5 Responsibilities of the IAEA 1. The IAEA shall pay the Contract Price in accordance with the provisions of this Contract. 2. Unless provided otherwise, the IAEA shall, in coordination with the End-User, approve Technical Documentation provided by the Contractor. 3. The IAEA shall respond promptly to requests for information by the Contractor regarding the Equipment and/or Services. Article 6 Work Programme [TO BE AGREED UPON WITH THE CONTRACTOR AND THE END-USER PRIOR TO CONTRACT SIGNATURE] 1. Within [PLEASE INSERT PERIOD] of the entry into force of this Contract, the Contractor shall provide the IAEA and the End-User with the Detailed Design of the Equipment, in accordance with Article 6 ( Delivery ). 2. The Contractor undertakes that the Detailed Design shall be clear, complete and correct. The Contractor shall provide any additional documents and/or replacements required within [PLEASE INSERT PERIOD] of the receipt of the IAEA and/or End-User's written notice to this effect. 3. Within [PLEASE INSERT PERIOD] of receipt of the Detailed Design, the IAEA and End-User shall provide the Contractor with their views on the Detailed Design. If the Detailed Design is acceptable, the Certificate of Page 7 of 20

8 Acceptance of Detailed Design shall be issued. In the event that changes to the Detailed Design were requested by the IAEA or the End-User, the Contractor shall make such requested changes as soon as possible, and resubmit the Detailed Design for approval by the IAEA and End-User, and issuance by the IAEA and End-User of the Certificate of Acceptance of the Detailed Design. 5. Note later than [PLEASE INSERT PERIOD] of the receipt of the Certificate of Acceptance of the Detailed Design, the Contractor shall finalize manufacturing of the first of class of the Equipment (hereinafter referred to as the Prototype ). The Contractor shall notify in writing the IAEA and the End-User that the manufacturing of the Prototype is finalized and agree with the IAEA and End- User on the date for Pre-delivery Acceptance testing of the Prototype, which in no event will be later than [PLEASE INSERT PERIOD]. 6. The Pre-delivery Acceptance testing of the Prototype shall take place in accordance with provision of Article 12 ( Acceptance ) below. Upon satisfactory completion of Pre-delivery acceptance tests, the IAEA and the End- User shall provide the Contractor with the Certificate of Pre-delivery Acceptance of the Prototype. In the event that Pre-delivery Acceptance testing is not successful, the Contractor shall remedy any deficiency within [PLEASE INSERT PERIOD] and agree with the IAEA and End-User on the date for an additional Pre-delivery Acceptance testing of the Prototype. The Contractor shall bear the costs of any such additional Pre-delivery Acceptance testing of the Prototype including travel costs incurred by the IAEA and the End-User. 7. Not later than [PLEASE INSERT PERIOD] of the receipt of the Certificate of Pre-delivery Acceptance of the Prototype, the Contractor shall finalize manufacturing of the Equipment. The Contractor shall notify in writing the IAEA and the End-User that the manufacturing of the Equipment is finalized. The IAEA and End-User will notify in writing the Contractor whether the Predelivery Acceptance testing of the Equipment is required. In the event that the Pre-delivery Acceptance testing of the Equipment is required, Parties will proceed in accordance with Paragraph 8 of this Article below, otherwise, the Parties will proceed in accordance with Paragraph 9 of this Article below. 8. In the event that Pre-delivery Acceptance testing of the Equipment is required by the IAEA and/or the End-User, agree with the IAEA and the End-User on the date for Pre-delivery Acceptance testing of the Equipment, which in no event will take place later than [PLEASE INSERT PERIOD] after the notification. The Pre-delivery Acceptance testing of the Equipment shall take place in accordance with provision of Article 12 ( Acceptance ). Upon satisfactory completion of Pre-delivery acceptance tests the IAEA and the End-User shall provide the Contractor with the Certificate of Pre-delivery Acceptance of the Equipment. In the event that Pre-delivery Acceptance testing is not successful the Contractor shall remedy any deficiency within [PLEASE INSERT PERIOD] and agree with the IAEA and End-User on the date for an additional Predelivery Acceptance testing. The Contractor shall bear the costs of any such additional Pre-delivery Acceptance testing including travel costs incurred by the IAEA and the End-User. Page 8 of 20

9 9. Within [PLEASE INSERT PERIOD] after the date of the issuance of the Certificate of Pre-delivery Acceptance of the Equipment, or in event that the Pre-delivery Acceptance testing of the Equipment is not required, after the notice in writing that the manufacturing of the Equipment is finalized, the Contractor shall have the Equipment ready for delivery in accordance with the Article 7 ( Delivery ) below. 10. Within [PLEASE INSERT PERIOD] after the date of arrival of the Equipment at the End-User Site, the Contractor shall commission the Equipment and agree with the IAEA and the End-User on a date for Final Acceptance testing of the Equipment which in no event will be later than [PLEASE INSERT PERIOD] after the date of arrival of the Equipment at the End-User s Site. 11. Final Acceptance testing of the Equipment shall be conducted in accordance with provision of Article 12 ( Acceptance ). The Contractor shall provide the on-site training in accordance with Article 10 ( Training ) below, in order to enable the IAEA and End-User to execute the Certificate of Acceptance of the Equipment referred to in Article 12 ( Acceptance ) of this Contract. Article 7 Delivery 1. The Contractor shall deliver the Detailed Design to the IAEA and the End-User both hard copy and electronic format. The hard copy format shall be in accordance with [PLEASE INSERT REQUIRED DOCUMENT FORMAT]. The electronic format shall be provided on CD-ROM or USB stick, in a format [PLEASE INSERT] and in "Auto CAD" format. All hard copies shall be prepared using A0 size paper, laid out and lettered in a manner that allows for ½ size (A2) reproduction and provided both electronically in AutoCAD files and [PLEASE INSERT sets of hard copies. 2. The Contractor shall deliver the Equipment in accordance with Delivered at Place (DAP), the End-User s Site INCOTERMS The Contractor shall use its best efforts to ship the Equipment by [INSERT DATE]. The Contractor shall notify the IAEA and the End-User of the date of shipment and provide all packaging details. 3. Upon arrival of the Equipment to the point of entry into the End-User s country, the End-User shall provide the tax exemption certificate and assist the Contractor in customs clearance for the importing of the Equipment into the End-User s country. 4. The IAEA shall insure the Equipment to be delivered under this Contract during shipment until [PLEASE INSERT as appropriate] pursuant to Article 8 ( Title and Risk to the Equipment ) of this Contract. 5. The End-User shall insure the Equipment delivered under this Contract from the date of its arrival [PLEASE INSERT to coincide with option chosen under paragraph 4 of this Article], until the signature of the acceptance certificate of Page 9 of 20

10 the Equipment pursuant to Articles 9 ( Title and Risk to the Equipment ) and 12 ( Acceptance ) below. Article 8 Transport Regulations, Packing and Marking 1. Notwithstanding Article 27.3 ( Packing ) of Annex A ( IAEA General Conditions of Contract ) to the Contract, the Contractor shall pack the Equipment appropriately for the modes of transport to be used (air, sea and/or land) in accordance with the certificate of approval for package design and shipment issued by the relevant competent authorities. 2. Necessary protective measures shall be taken by the Contractor to prevent damage from moisture, rain, rust, shock and corrosion according to the different characteristics and requirements of the Equipment in order to ensure that the Equipment remains safe and sound until its arrival at the End-User s Site. 3. The Contractor shall ensure that the Equipment is loaded, marked, labelled and transported (and where appropriate, placard the conveyance) in accordance with the relevant international regulations. 4. The Contractor shall ensure that the consignment shall have all transport documents, an appropriate consignor's declaration, information for carriers and any notifications of competent authorities as required. The Contractor shall have in its possession a copy of each approval certificate and a copy of the instructions with regard to the proper closing of the package and other preparations for shipment before initiating any shipment. Without prejudice to the above, the Contractor shall ensure that each package is marked with the following information in English: case No.; gross/net weight (kg); the centre of gravity (only for goods over two (2) tonnes); the applicable UN marking; measurement, length x width x height x (mm) and shipping marks such as handle with care, right side up and other appropriate international shipping marks. Article 9 Title and Risk to the Equipment 1. Title and risk of loss or damage to the Equipment shall pass from the Contractor to the IAEA upon loading of the Equipment onto the means of transportation in [INSERT CONTRACTOR S COUNTRY]. 2. Title and risk of loss or damage to the Equipment shall be transferred from the IAEA to the End-User upon [PLEASE INSERT as appropriate], the release of the Equipment from the customs office at the point of entry of the End User s country. Page 10 of 20

11 Article 10 Training 1. The Training shall be carried out by the Contractor in accordance with Article 6 ( Work Programme ) above. The End-User shall inform the Contractor on the number and qualifications of the necessary technical End-User s staff to be trained. 2. The Contractor shall train employees of the End-User at the Contractor s premises and the End-User s Site in accordance with the training programme described in Annexes B ( SOW ) and C ( Contractor s Proposal ) to this Contract. Article 11 Technical Documentation 1. Unless otherwise specified, the Contractor shall provide the Technical Documentation, if necessary, approved by the IAEA, to the End-User in two (2) hard copies in English, as listed in Annex B ( SOW ) to this Contract. 2. The Contractor guarantees that the Technical Documentation shall be clear, complete, correct, and fit for its intended use. 3. The Technical Documentation shall be shipped together with the Equipment in accordance with Article 6 ( Delivery of Equipment ) above. 4. The Contractor shall take appropriate measures and replace any Technical Documentation that does not comply with paragraph 1 of this Article. The Contractor shall provide any additional documents and/or replacements required within fifteen (15) days of the receipt of the IAEA s or End-User's written notice to this effect. The delivery of additional documents and/or replacements shall be made at the Contractor s expense. Article 12 Acceptance 1. Acceptance of the Equipment shall occur in two stages: (i) (ii) before the delivery of the Equipment at the Contractor s Site (hereinafter referred to as the Pre-delivery Acceptance ); and after the Equipment has been received, commissioned and fully tested at the End-User s Site (hereinafter referred to as the Final Acceptance ). 2. Pre-delivery Acceptance criteria are provided in [TO BE AGREED BEFORE SIGNATURE OF THE CONTRACT]. Successful outcome of Pre-delivery Acceptance tests shall be requirement for delivery of Equipment in accordance with Article 7 ( Delivery ) above. Page 11 of 20

12 3. The tests, procedures and acceptance criteria to be applied by the End-User for the Final Acceptance of the Equipment under this Contract are provided in [TO BE AGREED BEFORE SIGNATURE OF THE CONTRACT]. 4. Acceptance of the Equipment shall be based on the successful outcome of the series of acceptance tests that signify that the Equipment conforms to the contractual and operational requirements as referred to in paragraphs 2 and 3 of this Article. 5. Upon satisfactory completion of the acceptance tests and the provision of all data and documentation, and training required under this Contract to the satisfaction of the IAEA and End-User, the Contractor and the End-User shall sign a Certificate of Final Acceptance of the Equipment recording the satisfactory completion of testing at the End-User s Site. Unless otherwise specified, a signed copy of the Certificate of Final Acceptance of the Equipment shall be sent to the IAEA within a week after the signature of the same to the address indicated in Article 17 ( Points of Contact ) below. Article 13 Warranty 1. In addition to the provisions of Article 27.4 ( Product Warranty ) of Annex A ( IAEA General Conditions of Contract ) to this Contract, the Contractor shall provide the IAEA with all manufacturer s warranties, including but not limited to a warranty for a period of twenty four (24) months from the date of signing of the Certificate of Final Acceptance of the Equipment (hereinafter referred to as the Warranty Period ), except as may be extended in accordance with paragraph 5 of this Article. 2. During the Warranty Period, the Contractor shall, at no charge to the IAEA and/or the End-User, remedy by repairing or replacing at the Contractor's option, any defect or non-compliant part found under normal operating conditions, whether due to faulty design, material or manufacture, impairing the functioning of the Equipment or parts thereof in order to restore the required operation of the Equipment or parts thereof. Any defective or non-compliant parts that are replaced shall become the property of the Contractor. If it is not possible to restore the required operation of the Equipment or parts thereof within one (1) month of the Contractor s receipt of the warranty claim without prejudice to paragraph 4 of this Article, the Contractor shall, at the discretion of the IAEA, either provide an alternative solution and reduce the Contract Price accordingly or return the Equipment or parts thereof and reimburse the IAEA for any payments made by the IAEA under this Contract. 3. Any claims made under this Article shall be notified to the Contractor in writing without unreasonable delay and in all cases, prior to the expiration of the Warranty Period, as may be extended. The claims shall contain the quantity and the name of the parts concerned and include relevant supporting documents. 4. The Contractor warrants that it will make every reasonable effort to resolve any defect or non-compliant part in a timely manner and that any warranty claim requiring the Contractor s presence at the End-User s Site will be promptly Page 12 of 20

13 addressed at the End-User s Site of the Contractor s receipt of the warranty claim. 5. The Warranty Period shall be extended to cover any accumulated period during which the Equipment or parts thereof were not operating due to the defect or non-compliance of the Equipment or parts thereof. 6. The warranty shall not apply to natural wear and tear or damage due to negligent storage, maintenance, installation, operation or handling of the Equipment or the use of the Equipment by the End-User contrary to recognized standards in the industry or contrary to the written instructions of the Contractor or to the explicit requirements under the Technical Documentation. 7. In cases where there is compelling evidence that a defect is attributable to the fault of the End-User, the Contractor shall have the right to inspect the End- User's Site to verify the defect and its cause. 8. The Contractor warrants the availability of spare parts for the Equipment after the expiration of the Warranty Period for a period of at least 10 (ten) years after signature of the Certificate of Final Acceptance of the Equipment. 9. The Contractor shall perform standard preventive maintenance of the Equipment free of charge to the IAEA and the End-User during the Warranty Period. 10. Pursuant to paragraph 3 of Article 14 ( Contract Price ) to this Contract, if the End-User wishes at its own cost to contract maintenance services after the expiration of the Warranty Period, the maintenance services shall include all preventive maintenance; all mechanical and electrical safety checks; all lubrication; mechanical adjustment; electrical adjustment; labour and travel costs; all works to be done during the office hours; all corrective maintenance; replacement of spare parts; all vacuum elements; solid state detector; the same conditions as for the factory warranty described in this Contract. 11. On the expiration of the Warranty Period, as may be extended, technical advice and support will be provided by the Contractor on conditions agreed on a case by case basis between the End-User and the Contractor. Article 14 Contract Price 1. The IAEA shall pay the Contractor, in consideration of the complete, timely and satisfactory delivery of the Work by the Contractor, including the shipment of the Equipment DAP End-User s Site, Karachi,, as per INCOTERMS 2010, a Firm Fixed Price of [INSERT CURRENCY AND AMOUNT IN WORDS AND NUMBERS IN BRACKETS] (hereinafter referred to as the Contract Price ). 2. The Contract Price shall be firm and fixed and shall not be subject to increase. The Contractor shall not provide any equipment or perform any services, which Page 13 of 20

14 may result in any charges to the IAEA over and above the Contract Price, unless such charges have been explicitly authorized in writing by the IAEA prior to their incurrence as per Article 17 ( Amendments ) of Annex A ( IAEA General Conditions of Contract ) to this Contract. 3. In event that the End-User wishes to contract maintenance services from the Contractor after expiration of the Warranty Period under this Contract, the Contractor guarantees that a firmed and fixed yearly price of [INSERT CURRENCY AND AMOUNT IN (INSERT CURRENCY AND AMOUNT IN WORD) shall be valid and applicable for further [INSERT (INSERT NUMBER IN WORDS) years and shall include all services as described in paragraph 10 of Article 13 ( Warranty ) above. 4. The Contract Price shall not include any taxes, fees or duties, as referred to in Article 22 ( Tax Exemption ) of Annex A ( IAEA General Conditions of Contract ) to this Contract. 5. Notwithstanding anything to the contrary in this Contract, all taxes, customs and other duties due in connection with the performance of this Contract in the territory of the Contractor s country shall be borne by the Contractor. 6. Notwithstanding anything to the contrary in this Contract, all taxes, customs and other duties due in connection with the performance of this Contract in the territory of the End-User s country shall be borne by the End-User. Article 15 Payment [TO BE AGREED UPON WITH THE CONTRACTOR PRIOR TO CONTRACT SIGNATURE] 1. The Contract Price shall be paid in accordance with the following payment schedule and subject to the following conditions: a. First Payment - [INSERT CURRENCY AND AMOUNT IN WORDS AND NUMBERS IN BRACKETS] representing 10 % of the Contract Price, upon acceptance of the Detailed Design by the IAEA and the End-User. b. Second Payment - [INSERT CURRENCY AND AMOUNT IN WORDS AND NUMBERS IN BRACKETS] representing 60 % of the Contract Price, upon delivery of the Equipment at the End-User s Site and receipt by the IAEA of copies of the shipping documents and the packing list. c. Third Payment - [INSERT CURRENCY AND AMOUNT IN WORDS AND NUMBERS IN BRACKETS] representing 30 % of Page 14 of 20

15 the Contract Price, upon successful completion of commissioning of the Equipment and receipt of Certificate of Final Acceptance of the Equipment signed by the Contractor and the End-User. 2. The IAEA shall make the payments to the Contractor on the basis of invoices submitted by the Contractor as indicated in this Article. All payments shall be made within thirty (30) days of the receipt and acceptance of the original invoice, provided that the Work have been satisfactorily completed and have been accepted by the IAEA. The making of any payment hereunder by the IAEA shall not be construed as an unconditional acceptance by the IAEA of the Work performed by the Contractor up to the time of such payment. 3. The Contractor shall submit an invoice marked with this Contract number in respect of each agreed payment. Invoices can be submitted in paper format in one (1) original and one (1) copy, or electronically, from the Contractor s official address in PDF format, duly signed by the Contractor and submitted to the IAEA s postal or electronic address specified in Article 17 ( Points of Contact ) below. 4. All invoices shall indicate the amount that is due to be paid by the IAEA and shall indicate any applicable discounts for early payment. Each invoice shall be supported by appropriate documentation to substantiate the invoice. Each invoice shall contain detailed banking instructions, including the name and address of the Contractor s bank, account number, account holder s name and SWIFT and/or ABA codes for payment by electronic transfer. Article 16 Use of Information 1. In addition to the provisions of Article 7 ( Confidentiality ) of Annex A ( IAEA General Conditions of Contract ) to this Contract, neither the Contractor nor the End-User shall use any information acquired or developed in the course of the provision of services under this Contract for any purpose not authorized by the IAEA. No written material provided by the IAEA to the Contractor or the End-User shall be copied without written authorization from the IAEA and all such material shall be returned to the IAEA after completion of the services at the IAEA s request. Neither the Contractor nor the End-User shall communicate to any person or government any information made available to it by the IAEA under this Contract which has not been made public, except in the course of the performance of its obligations pursuant to this Contract or by authorization of the Director General of the IAEA. 2. The Contractor agrees not to disclose to third parties information, which is specifically designated in writing by the End-User as confidential, without written consent of the End-User. Such consent need not be obtained if it is established that the information: (a) was in the public domain at the time of disclosure; (b) was known to the Contractor prior to obtaining the same; (c) was obtained by the Contractor from a third party who did not receive the same directly or indirectly from the End-User under a confidentiality agreement with Page 15 of 20

16 the End-User; or (d) is required to obtain needed authorization to perform this Contract. 3. The End-User agrees not to disclose to third parties any information which is specifically designated by the Contractor as confidential, without the written consent of the Contractor. Such consent need not be obtained if it is established that the information: (a) was in the public domain at the time of disclosure; (b) was known to the End-User prior to obtaining the same; (c) was obtained by the End-User from a third party who did not receive the same directly or indirectly from the Contractor under a confidentiality agreement with the Contractor; or (d) is required to obtain needed authorization to perform this Contract. 4. Without prejudice to paragraph 1 of this Article, all confidential material shall be returned to the disclosing Party upon termination or completion of this Contract in as far as this confidential material is not required by the recipient Party as part of its record keeping. Confidential materials which have not been returned must be kept in confidence. Article 17 Points of Contact 1. Official notices related to the Contract shall be in English and delivered by hand or sent by registered mail, fax or any standard recognized form of electronic communication (such as , certified electronic mail or any future standard commercial communication method) to the address of the recipient Party defined in the Contract. All communication relating to the execution of this Contract shall be made or confirmed in writing in English to: (a) For the IAEA: For Technical Matters: [Mr/Ms INSERT NAME] International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box Vienna, Austria Tel: +43 (1) 2600 [PLEASE INSERT EXTENSION] Fax: +43(1) 2600 [PLEASE INSERT EXTENSION] [PLEASE INSERT ] For Project Management Matters: [Mr/Ms INSERT NAME] International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box Vienna, Austria Tel: +43 (1) 2600 [PLEASE INSERT EXTENSION] Fax: +43(1) 2600 [PLEASE INSERT EXTENSION] [PLEASE INSERT ] Page 16 of 20

17 For Contractual Matters: [Mr/Ms INSERT NAME] International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box Vienna, Austria Tel: +43 (1) 2600 [PLEASE INSERT EXTENSION] Fax: +43(1) 2600 [PLEASE INSERT EXTENSION] [PLEASE INSERT ] For Invoices and related Enquiries: International Atomic Energy Agency (IAEA) MTBF General Accounts Payable Vienna International Centre, P.O. Box Vienna, Austria Tel: +43 (1) Fax: +43(1) (b) For the Contractor: [INSERT CONTRACTOR S NAME] [INSERT ADDRESS] Tel: [PLEASE INSERT Fax: [PLEASE INSERT Mobile: [PLEASE INSERT [PLEASE INSERT ] (c) For the End-User: [INSERT CONTRACTOR S NAME] [INSERT ADDRESS] Tel: [PLEASE INSERT Fax: [PLEASE INSERT Mobile: [PLEASE INSERT [PLEASE INSERT ] 2. Either Party may change its address above by giving notice in accordance with this Article. 3. Except as provided in paragraph 4 of this Article, any communication in connection with the Contract shall be given effect as follows: (i) if delivered in person, at the time of delivery; (ii) if by registered mail or courier, when received; (iii) if by fax, when received in legible form; or Page 17 of 20

18 (iv) if by electronic communication, when retrievable by the IAEA in document form. 4. A communication that is received or becomes retrievable on a non-working day, or after business hours at the seat of the IAEA, will be deemed to have been given on the next working day of the IAEA. Article 18 Contract Documents 1. The following Annexes shall form an integral part of this Contract: - Annex A: IAEA General Conditions of Contract - Contracts for the Provision of Goods and Services (Rev. May 2014); - Annex B: Statement of Work; and - Annex C: Contractor s Proposal. 2. All terms and conditions of this Contract shall be interpreted as complementary to each other. Should any ambiguities, inconsistencies, conflicts or discrepancies arise, the following order of priority shall apply: - this document; and - the Annexes, noting that precedence is given according to the alphabetical order. 3. This document and the Annexes are collectively referred to herein as the Contract or this Contract. Without prejudice to Article 17 ( Amendments ) of Annex A ( IAEA General Conditions of Contract ) to this Contract, this Contract embodies the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior representations, proposals, agreements, and contracts, whether written or oral, by and between the Parties on this subject. No promises, understandings, obligations or agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as expressly set forth herein. 4. Any invoice, receipt or other document issued in connection with this Contract shall be consistent with the terms and conditions of this Contract and, in case of any inconsistency, the terms and conditions of this Contract shall prevail. Article 19 Supply of Additional Material Upon the written request of the IAEA and/or the End-User, the Contractor shall provide additional equipment and services for the Project. Such equipment and services shall be provided at most-favoured client prices and fees. The terms and conditions of this Contract shall be applied to the procurement of such equipment and services, unless explicitly agreed otherwise by the IAEA. Prices, fees and related expenses shall be borne by the requestor of the additional equipment or services. Page 18 of 20

19 Article 20 Settlement of Disputes 1. Any disputes arising out of or relating to interpretation or implementation of this Contract involving only two of the Parties to this Contract, all three Parties agreeing that the third is not concerned, which cannot otherwise be settled by the Parties within one hundred and eighty (180) days after receipt by one Party of the either s Party s written request for such amicable settlement, shall be referred by either Party to arbitration for settlement in accordance with the UNCITRAL Arbitration Rules as in force at the date the dispute is referred to arbitration. The number of arbitrators shall be one. The place of arbitration shall be agreed between the Parties; however if one of the Parties is the IAEA, then the place of arbitration shall be Vienna, Austria. The language of the arbitration shall be English. The decisions of the arbitrator shall be final and binding on the Parties. 2. Any disputes arising out of or relating to interpretation or implementation of this Contract involving all three Parties to this Contract, which cannot otherwise be settled by the Parties within one hundred and eighty (180) days after receipt by both Parties of a written request for such amicable settlement, shall be referred by any Party to arbitration for settlement in accordance with the UNCITRAL Arbitration Rules as in force at the date the dispute is referred to arbitration. The number of arbitrators shall be one. The place of arbitration shall be Vienna, Austria. The language of the arbitration shall be English. The decisions of the arbitrator shall be final and binding on the Parties. Article 21 Entry into Force and Duration 1. This Contract shall enter into force upon the date of the last signature by the duly authorized representatives of the Parties, and it shall remain in force until the Parties fulfil all their obligations hereunder unless terminated earlier pursuant to the terms of this Contract. 2. The Contract shall be issued and signed in three (3) originals (one original for each Party) in the English language. Page 19 of 20

20 FOR the International Atomic Energy Agency: FOR [INSERT CONTRACTOR S NAME]: (Signature) (Signature) (Name and Title) (Name and Title) (Place and Date) (Place and Date) FOR [INSERT END-USER S NAME]: (Signature) (Name and Title) (Place and Date) Page 20 of 20