G&S ITB Section 3 Contract 21042008
Section 3
CONTRACT
for ITB and RFQ Goods and Related Services Procedures
CONTRACT FORM
Annex 1 : GENERAL CONDITIONS OF CONTRACT
Annex 2 : SPECIAL CONDITIONS OF CONTRACT ( INSERT)
Annex 4 - SECURITY FORMS
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Print Date: 12/24/2017
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REPÚBLICA DEMOCRÁTICA DE TIMOR-LESTE
MINISTÉRIO DAS FINANÇAS
SERVIÇOS DE APROVISIONAMENTO
Edificio No. 5, Sala 03A, Res-do-Cão, Palacio do Goberno, Dili, Timor-Leste
Tel. 3321871 – Fax. 3321882
CONTRACT
FOR SUPPLY OF
GOODS & RELATED SERVICES
CONTRACT No. RDTL...............
For
(………….Insert description of Goods & Related Services………………………….)
Day month year
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Print Date: 12/24/2017
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THE DEMOCRATIC REPUBLIC OF TIMOR LESTE
Ministry of Finance
Procurement Service
CONTRACT FOR SUPPLY OF GOODS & RELATED SERVICES
CONTRACT No.
RDTL- …………
THIS AGREEMENT made the _________day of ________ , 200X between the RDTL – Procurement
Service, Ministry of Finance located at Edificio No. 5, Sala 03A, Res-do-Cão, Palacio do Governo, Dili,
Timor-Leste (hereinafter "the Purchaser") of the one part and (insert name and address of Supplier)
(hereinafter "the Supplier"). The Purchaser and the Supplier are hereinafter collectively referred to as
“the Parties”.
WHEREAS the Purchaser is desirous that certain Goods & Related Services shall be provided by the
Supplier, (insert description of Goods & Related Services), and has accepted a quotation by the
Supplier for the supply of those Goods for the total sum of (insert contract amount in words and
numbers) (hereinafter "the Contract Price").
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in the Conditions of Contract referred to.
2. The following documents shall be deemed to form and be read and construed as part of this
Contract:
(a) this document
(b) the General Conditions of Contract
as Annex (1)
(c) Special Conditions of Contract
as Annex (2)
(d) item descriptions and price list
as Annex (3)
3. In consideration of the payments to be made by the Purchaser to the Supplier as hereinafter
mentioned, the Supplier hereby covenants with the Purchaser to provide the Goods and related services
to remedy defects therein in conformity in all respects with the provisions of the Contract.
4. The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the Goods
and related services as the Contract Price or such other sum as may become payable under the
provisions of the Contract at the times and in the manner prescribed by the Contract.
The Payment shall be made in US Dollars by bank transfer within 30 days to the
following banking details, up on receipt of Contractor’s original invoice(s) and
Receiving and Inspection report that the goods and services have been satisfactorily
received.
5.
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COUNTRY – BANK LOCATION
CURRENCY OF PAYMENT
ACCOUNT NAME - VENDOR
ACCOUNT NUMBER
BANK NAME
BANK BRANCH NAME
BSB/ SWIFT CODE
IN WITNESS WHEREOF, the duly authorized representatives of the Parties have affixed their
signatures below:
ON BEHALF OF
THE SUPPLIER
ON BEHALF OF
THE GOVERNMENT OF TIMOR LESTE
____________________________________
NAME OF REPRESENTATIVE
Title
Company Name
____________________________________
Date: _____________
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Print Date: 12/24/2017
Page 4 of 14
Francisco C. Soares
Director Procurement Service
Ministry of Finance
Date: __________
Contract Annex 1
GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF GOODS & RELATED SERVICES
1.
Definitions
“Condition(s)” means the standard terms and conditions of contract for Goods furnished as set out in this
document.
“Contract” means the agreement of Contract Name and Contract Number identified in the Special Conditions
of Contract and concluded between the Purchaser and the Supplier for the supply of Goods & Related
Services, including all specification, plans, drawings and other documents which are relevant to the
Agreement.
“Contractor” or “Supplier” means the person, firm or company who undertakes to supply the Goods under
and in accordance with the Contract and means also the supplier named in the Special Conditions of
Contract.
“Goods” means any such good as are to be furnished to the Purchaser by the Supplier (or by any of the
Supplier’s sub-contractors) in connection with Contract.
“Force Majeure” means an event beyond the control of the Supplier and 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 (whether declared or not), invasions, revolutions,
insurrections, fires, floods, epidemics, quarantine restrictions, freight embargoes and other acts of a
similar nature or force.
“Purchaser” means RDTL Procuring Entity acting on behalf of the Government of the Democratic Republic of
Timor-Leste (RDTL) as named in the Special Conditions of Contract
“Premises” means the location where the Goods are to be delivered, as specified in the Contract.
“Related Services” means the ancillary services which may be provided as specified in the Contract.
2.
Origin
All Goods and Services supplied under the Contract shall have their origin in the countries and territories
eligible under the rules of the Government of Timor Leste. All goods and related services to be supplied
under the contract shall have their origin in eligible source countries, and all expenditures made under
the contract will be limited to such goods and services.
Eligible countries are those countries not excluded: (i) by a law or official regulation of RDTL which prohibits
commercial relations with those countries, or (ii) by an act of compliance with a decision of the United
Nations Security Council taken under Chapter VII of the Charter of the United Nations the RDTL
prohibits any import of goods from such country or any payments to persons or entities in those
countries This shall be evidenced through a certificate of origin issued at the time of shipment of Goods.
The origin of Goods is distinct from the nationality of the Supplier.
3.
Inspection and Rejection
The Purchaser or designated representative shall have the right to inspect goods upon delivery and to reject
and refuse acceptance of goods or any part thereof if they do not conform to the Contract.
Should any inspected Goods fail to conform to the Specifications, the Purchaser may reject the Goods and the
Supplier may be required to replace the Goods as necessary to meet specification requirements free of
cost to the Purchaser.
4.
Packing
The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration
during transit to their final destination. The packing shall be sufficient to withstand, without limitation,
rough handling during transit and exposure to extreme temperatures, salt and precipitation during transit
and open storage. Packing case size and weights shall take into consideration, where appropriate, the
remoteness of the Goods final destination and the absence of heavy handling facilities at all points in
transit.
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The packing, marking, and documentation within and outside the packages shall comply strictly with such
special requirements as shall be expressly provided for in the Special Conditions of Contract and in any
subsequent written instructions ordered by the Purchaser.
5.
Audit by the Administration
The Supplier shall permit the Purchase to inspect the Supplier’s accounts and records relating to the
performance of the Contract and to have them audited by auditors appointed by the Purchaser, if so
required by the Purchaser.
6.
Delivery and Documents
The Goods shall be delivered to the place named in the Special Conditions of Contract . The delivery date
shall be of the essence and failure to deliver within the delivery schedule promised or specified shall
enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the
Goods.
Late delivery may be subject, without notice, to an assessment of liquidated damages in accordance with
paragraph 14.1 (Liquidated Damages).
If the Supplier fails to deliver the Goods according to the delivery schedule, the Purchaser reserves the right
to:
7.
(a)
Refuse to accept delivery of all or part of the Goods.
(b)
Procure all or part of the Goods from other sources, in which event the Purchaser may
hold the Supplier liable for any excess cost incurred thereby.
(c)
Terminate the Contract without any liability on the part of the Purchaser.
6.4
The Supplier shall be responsible for providing all documentation required for customs
clearance and receiving & inspection by the RDTL Receiving and Inspection Unit
6.5
The Supplier shall be solely responsible for all risks in transportation of goods to the place of
receiving and inspection and shall arrange appropriate insurances against damage and loss
Warranty
The Supplier warrants that the Goods supplied under the Contract are new, unused, of the most recent or
current models, and that they incorporate all recent improvements in design and materials unless
provided otherwise in the Contract. The Supplier further warrants that all Goods supplied under this
Contract shall have no defects, arising from design, materials, or workmanship or from any act or
omission of the Supplier.
The warranty shall remain valid for the minimum period stated in the Special Conditions of Contract after the
Goods, or portion thereof, as the case may be, have been delivered to and accepted at the final
destination indicated in the Contract.
The Purchaser shall promptly notify the Supplier in writing of any claims arising under this warranty.
Upon receipt of such notice, the Supplier shall, repair or replace the defective Goods or parts thereof, without
costs to the Purchaser.
If the Supplier, having been notified, fails to remedy the defect(s), within a reasonable period, the Purchaser
may proceed to take such remedial action as may be necessary, at the Supplier’s risks and expense
and without prejudice to any other rights which the Purchaser may have against the Supplier under the
Contract.
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8.
Payment
Unless otherwise provided in the Contract, payments by the Treasury Department shall be made in US Dollars
by bank transfer within thirty (30) days of receipt of Suppliers invoice for the Goods supported by a
written certification from the RDTL Receiving and Inspection Unit that the Goods were received as
specified in the Contract.
9.
Prices
Prices charged by the Supplier for Goods delivered under the Contract shall not vary from prices quoted by the
Supplier in its offer. Prices payable to the Supplier as stated in the Contract shall not be subject to any
adjustment during the performance of the Contract.
The Supplier shall furnish information as described in the Form of Bid on commissions or gratuities, if any, paid
or to be paid to agents relating to the Contract, and to Contract execution.
10.
Change
The Purchaser may at any time, by written order given to the Supplier, make order changes within the general
scope of the Contract in any one or more of the following:
(a)
specifications, where Goods to be furnished under the contract are to be specifically
manufactured for the Purchaser;
(b)
method of packing and shipping;
(c)
place of delivery;
(d)
change in quantities due to changed conditions.
If any such change causes an increase or decrease of the cost of, or the time required for, the Supplier’s
performance of any provisions under the Contract, an equitable adjustment shall be made in the
Contract Price or delivery schedule, or both, and the Contract shall accordingly be amended. Any claims
by the Supplier for adjustment under this clause must be asserted within thirty (30) days from the date
of the Supplier’s receipt of the Purchaser’s change order.
11.
Contract
No variation in or modification of the terms of the Contract shall be made except by written amendment signed
by the parties.
12.
Assignment
The Supplier shall not assign, in whole or in part, its obligations to perform under this Contract, except with the
Purchaser’s prior written consent.
13.
Delays in Supplier’s Performance
Delivery of the Goods and performance of Services shall be made by the Supplier in accordance with time
schedule prescribed in the Contract.
If at any time during performance of the Contract, the Supplier or its subcontractor(s) should encounter
conditions impeding timely delivery of the Goods, 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, with or without liquidated damages, in which case the extension shall
be ratified by the parties by written amendment of the Contract.
A delay by the Supplier in the performance of its delivery obligations shall render the Supplier liable to the
imposition of liquidated damages, unless an extension of time is agreed upon the application of
liquidated damages.
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14.
Liquidated Damages
Late delivery shall be subject, without notice, to an assessment of liquidated damages equivalent to the daily
amount and maximum amounts specified in the Special Conditions of Contract. The Purchaser has the
right to deduct this amount from the supplier’s outstanding invoices, if any. This remedy is without
prejudice to any others that may be available to the Purchaser, including termination of the Contract, for
the Supplier’s non-performance, breach and/or violation of any of the terms and conditions of the
Contract.
Acceptance of Goods delivered late shall not be deemed a waiver of the Purchaser’s rights to hold the
Supplier liable for any loss and/or damage resulted therefrom, nor shall it act as a modification of the
Supplier’s obligation to make future deliveries in accordance with the delivery schedule.
15.
Termination for Default
The Purchaser may, without prejudice to any other remedy for breach of Contract, by written notice of default
sent to the Supplier, terminate the Contract in whole or in part:
(a)
(b)
(c)
if the Supplier fails to deliver any or all of the Goods within the period(s) specified in
the Contract, or within any extension thereof granted by the Purchaser; or
if the Supplier fails to perform any other obligation(s) under the Contract; or
if the Supplier, in the judgment of the Purchaser, has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract.
For the purpose of this clause:
o
“corrupt practice” means the offering, giving, receiving or soliciting of
any thing of value to influence the action of a public official in the procurement
process or in contract execution.
o
“fraudulent practice” means a misrepresentation of facts in order to
influence a procurement process or the execution of a contract to the detriment
of the Purchaser, and includes collusive practice among Bidders (prior to or after
bid submission) designed to establish bid prices at artificial non-competitive
levels and to deprive the Purchaser of the benefits of free and open competition.
o
“collusive practices” means a scheme or arrangement between two or more
bidders, or between bidders and public officials or other persons directly or
indirectly involved with the procurement and contracting processes, with or
without the knowledge of the Purchaser, designed to influence the action of any
party in a procurement process or the execution of a contract;
o
“coercive practices” means harming or threatening to harm, directly or indirectly,
persons, or their property to influence their participation in a procurement
process, or affect the execution of a contract
o
“conflict of interest” is considered to be a situation in which a party has interests
that could improperly influence that party’s performance of official duties or
responsibilities, contractual obligations, or compliance with applicable laws and
regulations, and that such conflict of interest may contribute to or constitute a
prohibited practice
In the event the Purchaser terminates the Contract in whole or in part, the Purchaser may procure all or part of
the Goods from other sources, in which event the Purchaser may refuse to accept delivery of all or part
of the goods from the Supplier and may hold the Supplier liable for any excess cost occasioned by the
procurement of the Goods from other sources.
16.
Force Majeure
In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the
Supplier shall give notice and full particulars in writing to the Purchaser of such occurrence or change if
the Supplier is thereby rendered unable, wholly or in part, to perform its obligations and meet its
responsibilities under the Contract.
The Supplier shall also notify the Purchaser of any other changes in conditions or the occurrence of any event,
which interferes or threatens to interfere with its performance of the Contract. On receipt of the notice
required under this Article, the Purchaser shall take such action as, in its sole discretion, it considers to
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be appropriate or necessary in the circumstances, including the granting to the Supplier of a reasonable
extension of time in which to perform its obligations under the Contract.
If the Supplier is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its
obligations and meet its responsibilities under this Contract, the Purchaser shall have the right to
suspend or terminate the Contract.
The Supplier shall not be liable for liquidated damages if and to the extent that its delay in performance or
other failure to perform its obligations under the Contract is the result of Force Majeure.
17.
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.
Any Supplier that claims to have suffered loss or injury due to a breach of an obligation imposed on the
procuring entity by Law may seek review in accordance with the applicable public procurement law of
the Democratic Republic of Timor Leste
18.
Governing Language
The Contract shall be written in the language stated in the Special Conditions of Contract.
All correspondence and other documents pertaining to the Contract which are exchanged by the parties shall
be written in the language stated in the Special Conditions of Contract
19.
Applicable Law
The Contract shall be interpreted in accordance with the laws of the Democratic Republic of Timor Leste at
present in force
20.
Notices
Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing or
by cable, telex, or facsimile and confirmed in writing to the other party’s address as stated in the special
Conditions of Contract
A notice shall be effective when delivered or on the notice’s effective date, whichever is later.
21.
Taxes and Charges
The Supplier shall be entirely responsible for all taxes and charges levied by the State and duly constituted
authorities.
22.
Performance Security
As security for its obligations and liabilities set forth herein, the Purchaser may require the Supplier to submit,
on the date of execution of the Contract, a Performance Security in the form of bond, or bank guarantee
to the Purchaser, in an amount equivalent to the percentage of the total contract price stated in the
Special Conditions of Contract.
The Purchaser reserves its right to reject the performance security and seek change of the same with another
performance security due to risk considerations.
The Supplier shall forfeit the Performance Security should it fail to deliver the Goods, or to perform other
obligations under the Contract, and the Purchaser shall have the right to convert the Performance
Security to cash without need for notice or reminder to the Supplier.
In case of Bank Guarantee, the bank shall be a reputable bank acceptable to the Purchaser.
The Performance Security will be discharged by the Purchaser and returned to the Supplier not later
than 30 days following the date of completion of the Supplier’s performance obligations under
the Contract, including Warranty obligations, unless otherwise specified in the Special
Conditions of Contract
At the end of the performance period, the Performance Security may be used as a guarantee over the
warranty period.
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Contract Annex 2
INSERT SPECIAL CONDITIONS OF CONTRACT
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Contract Annex 3 – Security Forms
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1. Performance Security Form
________________________________ [Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary:
Date:
___________________ [Name and Address of Purchaser]
________________
PERFORMANCE GUARANTEE No.:
_________________
We have been informed that [name of Supplier] (hereinafter called "the Supplier") has entered into
Contract No. [reference number of the contract] dated ____________ with you, for the supply of
[description of goods] (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, a performance guarantee
is required.
At the request of the Supplier, we [name of Bank] hereby irrevocably undertake to pay you any sum or
sums not exceeding in total an amount of [amount in figures] (
) [amount in words]1 upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier
is in breach of its obligation(s) under the Contract, without your needing to prove or to show grounds for
your demand or the sum specified therein.
This guarantee shall expire no later than the ____ day of _________, 2_____, 2 and any demand for
payment under it must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458,
except that subparagraph (ii) of Sub-article 20(a) is hereby excluded.
__________________
[signature(s)]
1
2
The Guarantor shall insert an amount representing the percentage of the Contract Price specified in the
Contract and denominated either in the currency(ies) of the Contract or a freely convertible currency acceptable
to the Purchaser.
Established in accordance with Clause 22 of the General Conditions of Contract (“GCC”), taking into
account any warranty obligations of the Supplier under Clause 7 of the GCC intended to be secured by a partial
performance guarantee. The Purchaser should note that in the event of an extension of the time to perform the
Contract, the Purchaser would need to request an extension of this guarantee from the Guarantor. Such
request must be in writing and must be made prior to the expiration date established in the guarantee. In
preparing this guarantee, the Purchaser might consider adding the following text to the form, at the end of the
penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to
exceed [six months] [one year], in response to the Purchaser’s written request for such extension, such request
to be presented to the Guarantor before the expiry of the guarantee.”
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2. Bank Guarantee Form for Advance Payment
________________________________ [Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary:
Date:
___________________ [Name and Address of Purchaser]
________________
ADVANCE PAYMENT GUARANTEE No.:
_________________
We have been informed that [name of Supplier] (hereinafter called "the Supplier") has entered into
Contract No. [reference number of the contract] dated ____________ with you, for the supply of
[description of goods] (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, an advance payment in
the sum [amount in figures] (
) [amount in words] is to be made against an advance payment
guarantee.
At the request of the Supplier, we [name of Bank] hereby irrevocably undertake to pay you any sum or
sums not exceeding in total an amount of [amount in figures] (
) [amount in words] upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier
is in breach of its obligation under the Contract because the Supplier used the advance payment for
purposes other than toward delivery of the goods.
It is a condition for any claim and payment under this guarantee to be made that the advance payment
referred to above must have been received by the Supplier on its account number ___________ at
_________________ [name and address of Bank].
This guarantee shall expire, at the latest, upon our receipt of copy(ies) of ________3, or on the ___ day
of ______, 2___,4 whichever is earlier. Consequently, any demand for payment under this guarantee
must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458.
_____________________
[signature(s)]
3
4
Insert documents establishing “delivery” of the goods
Insert the delivery date stipulated in the original delivery schedule. The Purchaser should note that in the
event of an extension of the time to perform the Contract, the Purchaser would need to request an extension of
this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration
date established in the guarantee. In preparing this guarantee, the Purchaser might consider adding the
following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time
extension of this guarantee for a period not to exceed [six months][one year], in response to the Purchaser’s
written request for such extension, such request to be presented to the Guarantor before the expiry of the
guarantee.”
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CONTRACT
for ITB and RFQ Goods and Related Services Procedures
CONTRACT FORM
Annex 1 : GENERAL CONDITIONS OF CONTRACT
Annex 2 : SPECIAL CONDITIONS OF CONTRACT ( INSERT)
Annex 4 - SECURITY FORMS
FILE Name:
Print Date: 12/24/2017
Page 1 of 14
REPÚBLICA DEMOCRÁTICA DE TIMOR-LESTE
MINISTÉRIO DAS FINANÇAS
SERVIÇOS DE APROVISIONAMENTO
Edificio No. 5, Sala 03A, Res-do-Cão, Palacio do Goberno, Dili, Timor-Leste
Tel. 3321871 – Fax. 3321882
CONTRACT
FOR SUPPLY OF
GOODS & RELATED SERVICES
CONTRACT No. RDTL...............
For
(………….Insert description of Goods & Related Services………………………….)
Day month year
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THE DEMOCRATIC REPUBLIC OF TIMOR LESTE
Ministry of Finance
Procurement Service
CONTRACT FOR SUPPLY OF GOODS & RELATED SERVICES
CONTRACT No.
RDTL- …………
THIS AGREEMENT made the _________day of ________ , 200X between the RDTL – Procurement
Service, Ministry of Finance located at Edificio No. 5, Sala 03A, Res-do-Cão, Palacio do Governo, Dili,
Timor-Leste (hereinafter "the Purchaser") of the one part and (insert name and address of Supplier)
(hereinafter "the Supplier"). The Purchaser and the Supplier are hereinafter collectively referred to as
“the Parties”.
WHEREAS the Purchaser is desirous that certain Goods & Related Services shall be provided by the
Supplier, (insert description of Goods & Related Services), and has accepted a quotation by the
Supplier for the supply of those Goods for the total sum of (insert contract amount in words and
numbers) (hereinafter "the Contract Price").
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in the Conditions of Contract referred to.
2. The following documents shall be deemed to form and be read and construed as part of this
Contract:
(a) this document
(b) the General Conditions of Contract
as Annex (1)
(c) Special Conditions of Contract
as Annex (2)
(d) item descriptions and price list
as Annex (3)
3. In consideration of the payments to be made by the Purchaser to the Supplier as hereinafter
mentioned, the Supplier hereby covenants with the Purchaser to provide the Goods and related services
to remedy defects therein in conformity in all respects with the provisions of the Contract.
4. The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the Goods
and related services as the Contract Price or such other sum as may become payable under the
provisions of the Contract at the times and in the manner prescribed by the Contract.
The Payment shall be made in US Dollars by bank transfer within 30 days to the
following banking details, up on receipt of Contractor’s original invoice(s) and
Receiving and Inspection report that the goods and services have been satisfactorily
received.
5.
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COUNTRY – BANK LOCATION
CURRENCY OF PAYMENT
ACCOUNT NAME - VENDOR
ACCOUNT NUMBER
BANK NAME
BANK BRANCH NAME
BSB/ SWIFT CODE
IN WITNESS WHEREOF, the duly authorized representatives of the Parties have affixed their
signatures below:
ON BEHALF OF
THE SUPPLIER
ON BEHALF OF
THE GOVERNMENT OF TIMOR LESTE
____________________________________
NAME OF REPRESENTATIVE
Title
Company Name
____________________________________
Date: _____________
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Francisco C. Soares
Director Procurement Service
Ministry of Finance
Date: __________
Contract Annex 1
GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF GOODS & RELATED SERVICES
1.
Definitions
“Condition(s)” means the standard terms and conditions of contract for Goods furnished as set out in this
document.
“Contract” means the agreement of Contract Name and Contract Number identified in the Special Conditions
of Contract and concluded between the Purchaser and the Supplier for the supply of Goods & Related
Services, including all specification, plans, drawings and other documents which are relevant to the
Agreement.
“Contractor” or “Supplier” means the person, firm or company who undertakes to supply the Goods under
and in accordance with the Contract and means also the supplier named in the Special Conditions of
Contract.
“Goods” means any such good as are to be furnished to the Purchaser by the Supplier (or by any of the
Supplier’s sub-contractors) in connection with Contract.
“Force Majeure” means an event beyond the control of the Supplier and 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 (whether declared or not), invasions, revolutions,
insurrections, fires, floods, epidemics, quarantine restrictions, freight embargoes and other acts of a
similar nature or force.
“Purchaser” means RDTL Procuring Entity acting on behalf of the Government of the Democratic Republic of
Timor-Leste (RDTL) as named in the Special Conditions of Contract
“Premises” means the location where the Goods are to be delivered, as specified in the Contract.
“Related Services” means the ancillary services which may be provided as specified in the Contract.
2.
Origin
All Goods and Services supplied under the Contract shall have their origin in the countries and territories
eligible under the rules of the Government of Timor Leste. All goods and related services to be supplied
under the contract shall have their origin in eligible source countries, and all expenditures made under
the contract will be limited to such goods and services.
Eligible countries are those countries not excluded: (i) by a law or official regulation of RDTL which prohibits
commercial relations with those countries, or (ii) by an act of compliance with a decision of the United
Nations Security Council taken under Chapter VII of the Charter of the United Nations the RDTL
prohibits any import of goods from such country or any payments to persons or entities in those
countries This shall be evidenced through a certificate of origin issued at the time of shipment of Goods.
The origin of Goods is distinct from the nationality of the Supplier.
3.
Inspection and Rejection
The Purchaser or designated representative shall have the right to inspect goods upon delivery and to reject
and refuse acceptance of goods or any part thereof if they do not conform to the Contract.
Should any inspected Goods fail to conform to the Specifications, the Purchaser may reject the Goods and the
Supplier may be required to replace the Goods as necessary to meet specification requirements free of
cost to the Purchaser.
4.
Packing
The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration
during transit to their final destination. The packing shall be sufficient to withstand, without limitation,
rough handling during transit and exposure to extreme temperatures, salt and precipitation during transit
and open storage. Packing case size and weights shall take into consideration, where appropriate, the
remoteness of the Goods final destination and the absence of heavy handling facilities at all points in
transit.
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The packing, marking, and documentation within and outside the packages shall comply strictly with such
special requirements as shall be expressly provided for in the Special Conditions of Contract and in any
subsequent written instructions ordered by the Purchaser.
5.
Audit by the Administration
The Supplier shall permit the Purchase to inspect the Supplier’s accounts and records relating to the
performance of the Contract and to have them audited by auditors appointed by the Purchaser, if so
required by the Purchaser.
6.
Delivery and Documents
The Goods shall be delivered to the place named in the Special Conditions of Contract . The delivery date
shall be of the essence and failure to deliver within the delivery schedule promised or specified shall
enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the
Goods.
Late delivery may be subject, without notice, to an assessment of liquidated damages in accordance with
paragraph 14.1 (Liquidated Damages).
If the Supplier fails to deliver the Goods according to the delivery schedule, the Purchaser reserves the right
to:
7.
(a)
Refuse to accept delivery of all or part of the Goods.
(b)
Procure all or part of the Goods from other sources, in which event the Purchaser may
hold the Supplier liable for any excess cost incurred thereby.
(c)
Terminate the Contract without any liability on the part of the Purchaser.
6.4
The Supplier shall be responsible for providing all documentation required for customs
clearance and receiving & inspection by the RDTL Receiving and Inspection Unit
6.5
The Supplier shall be solely responsible for all risks in transportation of goods to the place of
receiving and inspection and shall arrange appropriate insurances against damage and loss
Warranty
The Supplier warrants that the Goods supplied under the Contract are new, unused, of the most recent or
current models, and that they incorporate all recent improvements in design and materials unless
provided otherwise in the Contract. The Supplier further warrants that all Goods supplied under this
Contract shall have no defects, arising from design, materials, or workmanship or from any act or
omission of the Supplier.
The warranty shall remain valid for the minimum period stated in the Special Conditions of Contract after the
Goods, or portion thereof, as the case may be, have been delivered to and accepted at the final
destination indicated in the Contract.
The Purchaser shall promptly notify the Supplier in writing of any claims arising under this warranty.
Upon receipt of such notice, the Supplier shall, repair or replace the defective Goods or parts thereof, without
costs to the Purchaser.
If the Supplier, having been notified, fails to remedy the defect(s), within a reasonable period, the Purchaser
may proceed to take such remedial action as may be necessary, at the Supplier’s risks and expense
and without prejudice to any other rights which the Purchaser may have against the Supplier under the
Contract.
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8.
Payment
Unless otherwise provided in the Contract, payments by the Treasury Department shall be made in US Dollars
by bank transfer within thirty (30) days of receipt of Suppliers invoice for the Goods supported by a
written certification from the RDTL Receiving and Inspection Unit that the Goods were received as
specified in the Contract.
9.
Prices
Prices charged by the Supplier for Goods delivered under the Contract shall not vary from prices quoted by the
Supplier in its offer. Prices payable to the Supplier as stated in the Contract shall not be subject to any
adjustment during the performance of the Contract.
The Supplier shall furnish information as described in the Form of Bid on commissions or gratuities, if any, paid
or to be paid to agents relating to the Contract, and to Contract execution.
10.
Change
The Purchaser may at any time, by written order given to the Supplier, make order changes within the general
scope of the Contract in any one or more of the following:
(a)
specifications, where Goods to be furnished under the contract are to be specifically
manufactured for the Purchaser;
(b)
method of packing and shipping;
(c)
place of delivery;
(d)
change in quantities due to changed conditions.
If any such change causes an increase or decrease of the cost of, or the time required for, the Supplier’s
performance of any provisions under the Contract, an equitable adjustment shall be made in the
Contract Price or delivery schedule, or both, and the Contract shall accordingly be amended. Any claims
by the Supplier for adjustment under this clause must be asserted within thirty (30) days from the date
of the Supplier’s receipt of the Purchaser’s change order.
11.
Contract
No variation in or modification of the terms of the Contract shall be made except by written amendment signed
by the parties.
12.
Assignment
The Supplier shall not assign, in whole or in part, its obligations to perform under this Contract, except with the
Purchaser’s prior written consent.
13.
Delays in Supplier’s Performance
Delivery of the Goods and performance of Services shall be made by the Supplier in accordance with time
schedule prescribed in the Contract.
If at any time during performance of the Contract, the Supplier or its subcontractor(s) should encounter
conditions impeding timely delivery of the Goods, 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, with or without liquidated damages, in which case the extension shall
be ratified by the parties by written amendment of the Contract.
A delay by the Supplier in the performance of its delivery obligations shall render the Supplier liable to the
imposition of liquidated damages, unless an extension of time is agreed upon the application of
liquidated damages.
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14.
Liquidated Damages
Late delivery shall be subject, without notice, to an assessment of liquidated damages equivalent to the daily
amount and maximum amounts specified in the Special Conditions of Contract. The Purchaser has the
right to deduct this amount from the supplier’s outstanding invoices, if any. This remedy is without
prejudice to any others that may be available to the Purchaser, including termination of the Contract, for
the Supplier’s non-performance, breach and/or violation of any of the terms and conditions of the
Contract.
Acceptance of Goods delivered late shall not be deemed a waiver of the Purchaser’s rights to hold the
Supplier liable for any loss and/or damage resulted therefrom, nor shall it act as a modification of the
Supplier’s obligation to make future deliveries in accordance with the delivery schedule.
15.
Termination for Default
The Purchaser may, without prejudice to any other remedy for breach of Contract, by written notice of default
sent to the Supplier, terminate the Contract in whole or in part:
(a)
(b)
(c)
if the Supplier fails to deliver any or all of the Goods within the period(s) specified in
the Contract, or within any extension thereof granted by the Purchaser; or
if the Supplier fails to perform any other obligation(s) under the Contract; or
if the Supplier, in the judgment of the Purchaser, has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract.
For the purpose of this clause:
o
“corrupt practice” means the offering, giving, receiving or soliciting of
any thing of value to influence the action of a public official in the procurement
process or in contract execution.
o
“fraudulent practice” means a misrepresentation of facts in order to
influence a procurement process or the execution of a contract to the detriment
of the Purchaser, and includes collusive practice among Bidders (prior to or after
bid submission) designed to establish bid prices at artificial non-competitive
levels and to deprive the Purchaser of the benefits of free and open competition.
o
“collusive practices” means a scheme or arrangement between two or more
bidders, or between bidders and public officials or other persons directly or
indirectly involved with the procurement and contracting processes, with or
without the knowledge of the Purchaser, designed to influence the action of any
party in a procurement process or the execution of a contract;
o
“coercive practices” means harming or threatening to harm, directly or indirectly,
persons, or their property to influence their participation in a procurement
process, or affect the execution of a contract
o
“conflict of interest” is considered to be a situation in which a party has interests
that could improperly influence that party’s performance of official duties or
responsibilities, contractual obligations, or compliance with applicable laws and
regulations, and that such conflict of interest may contribute to or constitute a
prohibited practice
In the event the Purchaser terminates the Contract in whole or in part, the Purchaser may procure all or part of
the Goods from other sources, in which event the Purchaser may refuse to accept delivery of all or part
of the goods from the Supplier and may hold the Supplier liable for any excess cost occasioned by the
procurement of the Goods from other sources.
16.
Force Majeure
In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the
Supplier shall give notice and full particulars in writing to the Purchaser of such occurrence or change if
the Supplier is thereby rendered unable, wholly or in part, to perform its obligations and meet its
responsibilities under the Contract.
The Supplier shall also notify the Purchaser of any other changes in conditions or the occurrence of any event,
which interferes or threatens to interfere with its performance of the Contract. On receipt of the notice
required under this Article, the Purchaser shall take such action as, in its sole discretion, it considers to
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be appropriate or necessary in the circumstances, including the granting to the Supplier of a reasonable
extension of time in which to perform its obligations under the Contract.
If the Supplier is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its
obligations and meet its responsibilities under this Contract, the Purchaser shall have the right to
suspend or terminate the Contract.
The Supplier shall not be liable for liquidated damages if and to the extent that its delay in performance or
other failure to perform its obligations under the Contract is the result of Force Majeure.
17.
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.
Any Supplier that claims to have suffered loss or injury due to a breach of an obligation imposed on the
procuring entity by Law may seek review in accordance with the applicable public procurement law of
the Democratic Republic of Timor Leste
18.
Governing Language
The Contract shall be written in the language stated in the Special Conditions of Contract.
All correspondence and other documents pertaining to the Contract which are exchanged by the parties shall
be written in the language stated in the Special Conditions of Contract
19.
Applicable Law
The Contract shall be interpreted in accordance with the laws of the Democratic Republic of Timor Leste at
present in force
20.
Notices
Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing or
by cable, telex, or facsimile and confirmed in writing to the other party’s address as stated in the special
Conditions of Contract
A notice shall be effective when delivered or on the notice’s effective date, whichever is later.
21.
Taxes and Charges
The Supplier shall be entirely responsible for all taxes and charges levied by the State and duly constituted
authorities.
22.
Performance Security
As security for its obligations and liabilities set forth herein, the Purchaser may require the Supplier to submit,
on the date of execution of the Contract, a Performance Security in the form of bond, or bank guarantee
to the Purchaser, in an amount equivalent to the percentage of the total contract price stated in the
Special Conditions of Contract.
The Purchaser reserves its right to reject the performance security and seek change of the same with another
performance security due to risk considerations.
The Supplier shall forfeit the Performance Security should it fail to deliver the Goods, or to perform other
obligations under the Contract, and the Purchaser shall have the right to convert the Performance
Security to cash without need for notice or reminder to the Supplier.
In case of Bank Guarantee, the bank shall be a reputable bank acceptable to the Purchaser.
The Performance Security will be discharged by the Purchaser and returned to the Supplier not later
than 30 days following the date of completion of the Supplier’s performance obligations under
the Contract, including Warranty obligations, unless otherwise specified in the Special
Conditions of Contract
At the end of the performance period, the Performance Security may be used as a guarantee over the
warranty period.
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Contract Annex 2
INSERT SPECIAL CONDITIONS OF CONTRACT
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Contract Annex 3 – Security Forms
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1. Performance Security Form
________________________________ [Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary:
Date:
___________________ [Name and Address of Purchaser]
________________
PERFORMANCE GUARANTEE No.:
_________________
We have been informed that [name of Supplier] (hereinafter called "the Supplier") has entered into
Contract No. [reference number of the contract] dated ____________ with you, for the supply of
[description of goods] (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, a performance guarantee
is required.
At the request of the Supplier, we [name of Bank] hereby irrevocably undertake to pay you any sum or
sums not exceeding in total an amount of [amount in figures] (
) [amount in words]1 upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier
is in breach of its obligation(s) under the Contract, without your needing to prove or to show grounds for
your demand or the sum specified therein.
This guarantee shall expire no later than the ____ day of _________, 2_____, 2 and any demand for
payment under it must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458,
except that subparagraph (ii) of Sub-article 20(a) is hereby excluded.
__________________
[signature(s)]
1
2
The Guarantor shall insert an amount representing the percentage of the Contract Price specified in the
Contract and denominated either in the currency(ies) of the Contract or a freely convertible currency acceptable
to the Purchaser.
Established in accordance with Clause 22 of the General Conditions of Contract (“GCC”), taking into
account any warranty obligations of the Supplier under Clause 7 of the GCC intended to be secured by a partial
performance guarantee. The Purchaser should note that in the event of an extension of the time to perform the
Contract, the Purchaser would need to request an extension of this guarantee from the Guarantor. Such
request must be in writing and must be made prior to the expiration date established in the guarantee. In
preparing this guarantee, the Purchaser might consider adding the following text to the form, at the end of the
penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to
exceed [six months] [one year], in response to the Purchaser’s written request for such extension, such request
to be presented to the Guarantor before the expiry of the guarantee.”
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2. Bank Guarantee Form for Advance Payment
________________________________ [Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary:
Date:
___________________ [Name and Address of Purchaser]
________________
ADVANCE PAYMENT GUARANTEE No.:
_________________
We have been informed that [name of Supplier] (hereinafter called "the Supplier") has entered into
Contract No. [reference number of the contract] dated ____________ with you, for the supply of
[description of goods] (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, an advance payment in
the sum [amount in figures] (
) [amount in words] is to be made against an advance payment
guarantee.
At the request of the Supplier, we [name of Bank] hereby irrevocably undertake to pay you any sum or
sums not exceeding in total an amount of [amount in figures] (
) [amount in words] upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier
is in breach of its obligation under the Contract because the Supplier used the advance payment for
purposes other than toward delivery of the goods.
It is a condition for any claim and payment under this guarantee to be made that the advance payment
referred to above must have been received by the Supplier on its account number ___________ at
_________________ [name and address of Bank].
This guarantee shall expire, at the latest, upon our receipt of copy(ies) of ________3, or on the ___ day
of ______, 2___,4 whichever is earlier. Consequently, any demand for payment under this guarantee
must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458.
_____________________
[signature(s)]
3
4
Insert documents establishing “delivery” of the goods
Insert the delivery date stipulated in the original delivery schedule. The Purchaser should note that in the
event of an extension of the time to perform the Contract, the Purchaser would need to request an extension of
this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration
date established in the guarantee. In preparing this guarantee, the Purchaser might consider adding the
following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time
extension of this guarantee for a period not to exceed [six months][one year], in response to the Purchaser’s
written request for such extension, such request to be presented to the Guarantor before the expiry of the
guarantee.”
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