Institutional Foundations to Improve Services For Health

No

Item

Qty

UOM

Comment

1

Laptop Computer

22

Pieces

Please see Annex A1 for detailed specifications

2

Printers

2

Pieces

3

Television

2

Pieces

4

Photocopier

1

Piece

5

Projector

1

Piece

List of Goods and Delivery Period

No

Description of Goods

Quantity Required

Physical Unit

Named Place of Destination (for CIP)

Delivery Period from Date

LOT-1

1

Laptop Computer

22

Pieces

CIP Ministry of Health Central Warehouse, Congo Town

Maximum of three working weeks/twenty-one (21) working days

2

Printers

2

Pieces

CIP Ministry of Health Central Warehouse, Congo Town

Maximum of three working weeks/twenty-one (21) working days

3

Television

2

Pieces

CIP Ministry of Health Central Warehouse, Congo Town

Maximum of three working weeks/twenty-one (21) working days

4

Photocopier

1

Piece

CIP Ministry of Health Central Warehouse, Congo Town

Maximum of three working weeks/twenty-one (21) working days

5

Projector

1

Piece

CIP Ministry of Health Central Warehouse, Congo Town

Maximum of three working weeks/twenty-one (21) working days

No

Name of Goods or Related Service

Technical Specifications and Standards

Vendor Offered Specifications

1

Laptop Computer

• Screen Size: Maximum 14” and non-touch
• Features: US Keyboards, mouse touch pad
• Operating System: Windows 10 professional 64bit
• Processor Speed: Minimum 3.0 GHz Dual Core
• Hard Drive Capacity: minimum of 1TB hard drive
• Internal Memory Capacity: minimum 8 GB RAM
• Processor Type: Intel core i7 or more
• Connectivity: 4-USB ports, HDMI Micro SD
• Networking Type: Wifi, Ethernet, Bluetooth, webcam
• Software: Anti-Virus (Genuine with 1-year licensed key), Microsoft office 2019 (perpetual licensed and not trial version with its key)
• Accessories: Genuine carry bag, power adaptor, user manual, extra USB cable for connection

2

Printers

• Printer Type: Polychrome with document feeder and three in-one between 20ppm to 28ppm
• LaserJet
• Capability: Should be able to copy, scan, and print

3

Photocopier

System Type

Monochrome Digital Multifunction Imaging System that does both photocopying and printing

Functions Standard

Copy, Print (UFR II LT), Scan

Operation Panel

5.7" QVGA Black-and-White LCD Touch-Scree

Memory (Standard):

Maximum:

512MB RAM

512MB RAM

Sheet holding capability

Minimum of 100 Sheets in paper tray

Scanner Capability

Copier should be able to scan paper both back and front

Network Interface Connection

Other Interface

Standard:

Ethernet 10/100Base-TX

USB 2.0 (Host)x1,

USB 2.0 (Device)x1

Copy/Print Speed (BW)

2530: Up to 30 ppm

2525: Up to 25 ppm

Legal: Up to 13 ppm

11" x 17": Up to 15 ppm

Paper Sources & Type

Paper Sources (20 lb. Bond)

Standard: Dual 550-sheet Paper Cassettes

100-sheet Stack Bypass

Maximum: 2,300 Sheets

Output Paper Capacity (20 lb. Bond)

Standard: 250 Sheets (Inner Tray)

Maximum: 1,100 Sheets (w/Inner Finisher-B1 and

Output Paper Sizes: 11" x 17", Legal, Letter, Letter-R,

Statement-R, Executive

Bypass: 11" x 17", Legal, Letter, Letter-R, Statement-R, Executive, Envelopes

(COM10 No.10/Monarch/DL/ISO-B5/ ISO-C5), Custom Size (3-15/16" to

11-11/16" x 5-7/8" to 17" [99mm to 297mm x 148mm to 432mm]) Acceptable Paper Weight

Scanning Component

Automatic Document Feeding capability that holds a minimum of thirty (30) sheets

Control Display

Photocopier should have a a user friendly color display screen for user to easily access command

System type

Monochrome; but a user friendly polychrome is an added advantage

Availability of cartridge and/or toner

Toner (Estimated Toner Yield)

14,600 Images @ 6% Coverage

Dimension and Weight

Weight: Approximately 156 lb. (70.7kg) (Main Unit) Approximately 172 lb. (78kg) (with DADF) *

Dimension (HxWxD):

35-1/4" x 22-1/4" x 27-1/4" (896mm x 565mm x 693mm) (with DADF) 31-3/4" x 22-1/4" x 26-3/4" (806mm x 565mm x 680mm) (with Platen Cover

4

Television

• Screen Size: 65, LED, 4k UHD, 3840x2160
• Smart Features: Apps, Web browser, facebook, gesture control, UHR SMART TV
• Connectivity: Wifi,and internet, 2-USB Ports, 3 HDMI ports
• Design: 1242.6 x 718.4 x63.2 mm, weight: 15kg Capacity: minimum of 1TB hard drive
• Color: Black

5

Projector

• Projector Type: 4k wireless Projector (Mountable)
• Image Size: 55.9 to 93.2 inches (1.42 to 2.37m)
• Operations: Power-on-switch and remote control
• Screen Size: 27.24 inches-300)
• Input/Output Connection: 2 x HDMI (50’), 2X VGA (50’) Composite video, s-video, USB (50’), 2x3.5mm jack, RS232
• Audio in: 3.5mm Jack earphone out, VGA, Audio out
• Resolution: (3840x2160 pixels (4K)
• Brightness: 2,800 lumens
• Aspect Ratio:  White light output 2600 lumens (ISO 21118 standard)
• Color Light Output:bu 2600 lumens
• Aspect ratio:  (3.4) (native), 16.91
• Contrast Ratio: (13,000:1)
• Focus
• Focus Adjustment: Manual
• Zoom Adjustment: Digital
• Zoom Ratio: 1:1:35
• Internal Sound System: 16W monaural
• Keystone Correction angle vertical: ±5o
• Hoizontal: ±5o
• Projection Distance: (1.2m-12m)

From:

[Insert Supplier’s name]

Supplier’s Representative:

[Insert name of Supplier’s Representative]

Title/Position:

[Insert Representatives title or position]

Address:

[Insert Supplier’s address]

Email:

[Insert Supplier’s email address]

To:

[Insert Purchaser’s name]

Purchaser’s Representative:

[Insert name of Purchaser’s Representative]

Title/Position:

[Insert Representatives title or position]

Address :

[Insert Purchaser’s address, including email]

RFQ Ref No.:

Date of Quotation:

Name of Recipient

Address

Reason

Amount

Quotation for Goods: Price Schedule

1

2

3

4

5

6

9

No

Description of Goods

Country of Origin

Delivery Date as defined by Incoterms

Quantity and physical unit

Unit price

cip [insert place of destination] [ as applicable, FCA (named place]

Total Price per Line item

(Col. 7+8)

[insert number of the item]

[insert name of good]

[insert country of origin of the Good]

[insert quoted Delivery Date quoted phased Delivery periods if applicable]

[insert number of units to be supplied and name of the physical unit]

[insert unit price CIP per unit]

[insert total price of the line item]

GRAND TOTAL

Price Schedule

Amount

Goods: Price Schedule 1

Goods: Price Schedule 2

Related Services: Price Schedule 3 [if applicable]

Total Quotation

1. Definitions 

1. 1. The following words and expressions shall have the meanings hereby assigned to them:
      1. “Bank” means the World Bank and refers to the International Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA).
      2. “CC” means the Conditions of Contract.
      3. “Contract” means the Contract Agreement entered into between the Purchaser and the Supplier, together with the Contract Documents referred to therein, including all attachments, appendices, and all documents incorporated by reference therein.
      4. “Contract Documents” means the documents listed in the Contract Agreement, including any amendments thereto.
      5. “Contract Price” means the price payable to the Supplier as specified in CC 8.1, subject to such additions and adjustments thereto or deductions therefrom, as may be made pursuant to the Contract.
      6. “Day” means calendar day.
      7. “Completion” means the fulfillment of the Related Services, as applicable, by the Supplier in accordance with the terms and conditions set forth in the Contract.
      8.  “Goods” means all of the commodities, raw material, machinery and equipment, and/or other materials that the Supplier is required to supply to the Purchaser under the Contract.
      9. “Party” means the Purchaser or the Contractor, as the context requires, and “Parties” means both of them.
      10. “Purchaser” means the entity purchasing the Goods and Related Services as applicable, as specified in CC 2.
      11. “Purchaser’s Country” is the country specified in the CC 2.
      12.  “Related Services” means the services incidental to the supply of the goods, such as insurance, installation, training and initial maintenance and other such obligations of the Supplier under the Contract, as applicable.
      13.  “Subcontractor” means any person, private or government entity, or a combination of the above, to whom any part of the Goods to be supplied or execution of any part of the Related Services is subcontracted by the Supplier.
      14. “Supplier” means the person, private or government entity, or a combination of the above, whose Quotation to perform the Contract has been accepted by the Purchaser and is named as such in the Contract Agreement.
      15. “The Project Site,” where applicable, means the place named CC 2.

1. Purchaser, Purchaser’s Country, Project Site/Final Destination

1. 1. The Purchaser is: [Insert complete legal name of the Purchaser]
   2. The Purchaser’s Country is: [insert name of the Purchaser’s Country]
   3. The Project Site(s)/Final Destination(s) is/are: [Insert name(s) and detailed information on the location(s) of the site(s), where applicable]

1. Incoterms

1. 1. The edition of Incoterms that shall apply is: [insert date of current edition]

1. Notices and Addresses for notices

1. 1. Any notice given by one Party to the other pursuant to the Contract shall be in writing to the address hereafter using the quickest available method such as electronic mail with proof of receipt.

Address for notices to the Purchaser:

[insert the name of officer authorized to receive notices]

[title/position]

[department/work unit]

[address]

[Electronic mail address]

Address for notices to the Supplier:

[insert the name of officer authorized to receive notices]

[title/position]

[department/work unit]

[address]

[Electronic mail address]

1. Governing Law

1. 1. The Contract shall be governed by and interpreted in accordance with the laws of [state: “the Purchaser’s Country”, unless any other law shall apply].
   2. Throughout the execution of the Contract, the Supplier shall comply with the import of goods and services prohibitions in the Purchaser’s Country when:
2. as a matter of law or official regulations, the Borrower’s country prohibits commercial relations with that country; or
3. 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 Borrower’s Country prohibits any import of goods from that country or any payments to any country, person, or entity in that country.

1. Settlement of Disputes

1. 1. [CC 6(a) shall be retained in the case of a Contract with a foreign Supplier and CC  6 (b) shall be retained in the case of a Contract with a national of the Purchaser’s Country.]
2. Contract with foreign Supplier:

[unless the Purchaser chooses the commercial arbitration rules of another international arbitral institution, the following sample clause should be inserted:]

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

1. Contracts with Supplier national of the Purchaser’s Country:

In the case of a dispute between the Purchaser and a Supplier who is a national of the Purchaser’s Country, the dispute shall be referred to adjudication or arbitration in accordance with the laws of the Purchaser’s Country.

1. Shipping and other documents to be provided

1. 1. The Delivery of the Goods and Completion of the Related Services as applicable shall be in accordance with the Delivery and Completion Schedule specified in the Schedule of Requirements.

Details of Shipping and other Documents to be furnished by the Supplier are: [insert the required documents, such as a negotiable bill of lading, a non-negotiable sea way bill, an airway bill, a railway consignment note, a road consignment note, insurance certificate, Manufacturer’s or Supplier’s warranty certificate, inspection certificate issued by nominated inspection agency, Supplier’s factory shipping details or any other documents that may be required for customs clearance.]

The above documents shall be received by the Purchaser:

1. 1. 1. 1. before arrival of the Goods, if the mode of payment is through letter of credit if so specified in CC 9. If the documents are not received before arrival of the Goods, the Supplier will be responsible for any consequent expenses; or otherwise;
         2. on shipment.

1. Contract Price

1. 1. The Contract Price is specified in Price Schedule 4.
   2. Subject to CC 31 and 32, the prices charged by the Supplier for the Goods supplied and the Related Services performed under the Contract shall not vary from the prices quoted by the Supplier and accepted by the Purchaser.

1. Terms of payment

1. 1. The method and conditions of payment to be made to the Supplier under this Contract shall be as follows:

[Normally the L/C method of payment applies to Goods from abroad. For emergency procurement, the time and processes for L/C may not suit the fast track procurement. It is expected that the Direct Payment disbursement method will apply. The Direct Payment method coupled with a relatively high advance payment is expected to help mitigate the risk (due to non-availability of L/C)  to the Supplier. If L/C has to be used, the required processes shall be completed in an efficient manner.]

[State: The Purchaser [insert: “shall” or “shall not”, as appropriate] process the payments using the Direct Payment disbursement method, as defined in the World Bank’s Disbursement Guidelines for Investment Project Financing.]

[SAMPLE PROVISION (TERMS OF PAYMENT ARE SUBJECT TO NEGITATION; MODIFY AS APPROPRIATE)]

Payment for Goods supplied from abroad:

[Choose the applicable option and delete the other]

[Option 1- for payments using the Direct Payment Disbursement method]:

Payment of foreign currency portion shall be made in (_____) [currency of the Contract Price] in the following manner:

• 1. 1. 1. Advance Payment:
• Ten (10) percent of the Contract Price shall be paid, within ten (10) days of signing of the Contract and upon submission of a claim for the amount;
• Thirty (30) percent of the Contract Price shall be paid within twenty (20) days of signing of the Contract and upon submission of claim and a bank demand guarantee for equivalent amount valid until the Goods are delivered and in the form of Advance Payment Security provided in the RFQ or another form acceptable to the Purchaser.

1. 1. 1. 1. On Shipment: Fifty (50) percent of the Contract Price of the Goods shipped shall be paid, within 15 days after submission of documents specified in CC 7.
         2. On Acceptance: Ten (10) percent of the Contract Price of Goods received shall be paid within fifteen (15) days of receipt of the Goods upon submission of claim supported by the acceptance certificate issued by the Purchaser.

Payment of local currency portion shall be made in        [currency] within fifteen (15) days of presentation of claim supported by a certificate from the Purchaser declaring that the Goods have been delivered and that all other contracted services have been performed.]

[Option 2- for payments using letter of credit]

Payment of foreign currency portion shall be made in (______) [currency of the Contract Price] in the following manner:

1. 1. 1. 1. Advance Payment: Ten (10) percent of the Contract Price shall be paid within fifteen (15) days of signing of the Contract, and upon submission of claim.

1. 1. 1. 1. On Shipment: Eighty (80) percent of the Contract Price of the Goods shipped shall be paid through irrevocable confirmed letter of credit opened in favor of the Supplier in a bank in its country, upon submission of documents specified in CC 7.
         2. On Acceptance: Ten (10) percent of the Contract Price of Goods received shall be paid within fifteen (15) days of receipt of the Goods upon submission of claim supported by the acceptance certificate issued by the Purchaser.

Payment of local currency portion shall be made in      [currency] within fifteen (15) days of presentation of claim supported by a certificate from the Purchaser declaring that the Goods have been delivered and that all other contracted Services have been performed.

Payment for Goods and Services supplied from within the Purchaser’s Country:

Payment for Goods and Services supplied from within the Purchaser’s Country shall be made in _____ [currency], as follows:

1. 1. 1. 1. Advance Payment: Ten (10) percent of the Contract Price shall be paid within thirty (15) days of signing of the Contract upon submission of a claim for the amount.
         2. On Delivery: Eighty (80) percent of the Contract Price shall be paid on receipt of the Goods and within 15 days after submission of the documents specified in CC 7.
         3. On Acceptance: The remaining ten (10) percent of the Contract Price shall be paid to the Supplier within fifteen (15) days after the date of the acceptance certificate for the respective delivery issued by the Purchaser. 

1. Taxes and Duties

1. 1. For Goods manufactured outside the Purchaser’s Country, the Supplier shall be entirely responsible for all taxes, stamp duties, license fees, and other such levies imposed outside the Purchaser’s Country.
   2. For Goods Manufactured within the Purchaser’s Country, the Supplier shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted Goods to the Purchaser.
   3. If any tax exemptions, reductions, allowances or privileges may be available to the Supplier in the Purchaser’s Country, the Purchaser shall use its best efforts to enable the Supplier to benefit from any such tax savings to the maximum allowable extent.

1. Performance Security

1. 1.  [A Performance Security shall normally not be required for the subject emergency procurement. In exceptional circumstances, if a Performance Security is required, insert the following:]

[“The Supplier shall, within [insert number] of days of the notification of contract award, provide a performance security for the performance of the Contract

The proceeds of the Performance Security shall be payable to the Purchaser as compensation for any loss resulting from the Supplier’s failure to complete its obligations under the Contract.

The amount of the Performance Security shall be: [insert % of Contract Price;], denominated in the currency(ies) of the Contract, or in a freely convertible currency acceptable to the Purchaser. The Performance Security shall be in the form of the attached Demand Guarantee.

The Performance Security shall be discharged by the Purchaser and returned to the Supplier not later than fourteen (14) days following the date of Completion of the Supplier’s performance obligations under the Contract, including any warranty obligations, unless specified otherwise.”]  

1. Subcontractors

1. 1. The Supplier shall notify the Purchaser in writing of all subcontracts awarded under the Contract if not already specified in the Quotation. Such notification, in the original Quotation or later shall not relieve the Supplier from any of its obligations, duties, responsibilities, or liability under the Contract.

1. Specifications and Standards

1. 1. The Goods and Related Services if applicable supplied under this Contract shall conform to the technical specifications and standards mentioned in the Technical Specifications and, when no applicable standard is mentioned, the standard shall be equivalent or superior to the official standards whose application is appropriate to the Goods’ country of origin.

1. Packing, marking and documentation

1. 1. The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their final destination, as indicated in the Contract. During transit, the packing shall be sufficient to withstand, without limitation, rough handling and exposure to extreme temperatures, salt and precipitation, 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.
   2. The packing, marking and documentation within and outside the packages shall be: [insert the type of packing required, the markings in the packing and all documentation required; or refer to the Technical Specifications] 

1. Insurance cover

1. 1. The insurance coverage shall be as specified in the Incoterms. [Preferred provision]

OR

If not in accordance with Incoterms, insurance shall be as follows:

[insert specific insurance provisions agreed upon, including coverage, currency and amount]

1. Transportation

1. 1.   Responsibility for transportation of the Goods shall be as specified in the Incoterms.

If not in accordance with Incoterms, responsibility for transportations shall be as follows: [insert “The Supplier is required under the Contract to transport the Goods to a specified place of final destination within the Purchaser’s Country, defined as the Project Site. Transport to such place of destination in the Purchaser’s Country, including insurance and storage, as shall be specified in the Contract, shall be arranged by the Supplier, and related costs shall be included in the Contract Price”; or any other agreed upon trade terms (specify the respective responsibilities of the Purchaser and the Supplier)]

[Given the emergency nature of the subject procurement, insert the following if the main [or only, if appropriate] mode of international transport shall be air]

“Mode of Transport: The main [or only, if appropriate] mode of international transport shall be by air.”

1. Inspections and Tests

1. 1.  The Supplier shall at its own expense and at no cost to the Purchaser carry out the tests and/or inspections of the Goods and Related Services as are specified in the Technical Specifications.
   2.  The inspections and tests may be conducted on the premises of the Supplier or its Subcontractor, at point of delivery, and/or at the Goods’ final destination, or in any other location, as specified in  the Technical Specifications. Subject to CC 17.3, if conducted on the premises of the Supplier or its Subcontractor, all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Purchaser.
   3. The Purchaser or its designated representative shall be entitled to attend the tests and/or inspections referred to in CC 17.2, provided that the Purchaser bear all of its own costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and board and lodging expenses.
   4.  Whenever the Supplier is ready to carry out any such test and inspection, it shall give a reasonable advance notice, including the place and time, to the Purchaser. The Supplier shall obtain from any relevant third party or manufacturer any necessary permission or consent to enable the Purchaser or its designated representative to attend the test and/or inspection.
   5.  In accordance with CC 31, the Purchaser may require the Supplier to carry out any test and/or inspection not required by the Contract but deemed necessary to verify that the characteristics and performance of the Goods comply with the technical specifications codes and standards under the Contract.
   6.  The Supplier shall provide the Purchaser with a report of the results of any such test and/or inspection.
   7.  The Purchaser may reject any Goods or any part thereof that fail to pass any test and/or inspection or do not conform to the specifications. The Supplier shall either rectify or replace such rejected Goods or parts thereof or make alterations necessary to meet the specifications at no cost to the Purchaser, and shall repeat the test and/or inspection, at no cost to the Purchaser, upon giving a notice pursuant to CC 17.5.
   8. The Supplier agrees that neither the execution of a test and/or inspection of the Goods or any part thereof, nor the attendance by the Purchaser or its representative, nor the issue of any report pursuant to CC 17.7, shall release the Supplier from any warranties or other obligations under the Contract

1. Delivery Date and Completion Date

1. 1. The Delivery Date of the Goods shall be: _______ [Insert the Delivery Date]. If phased delivery is allowed specify the acceptable delivery schedule].
   2. [if applicable] The Completion Date of Related Services shall be: ____ [Insert the Completion Date if there are related services; otherwise delete this entry].

1. Liquidated damages and bonuses

1. 1. The liquidated damage shall be [insert %] of the price of the delayed Goods or unperformed Services] for each week or part thereof of delay until actual delivery or performance.

The maximum amount of liquidated damages shall be [insert %] of the Contract Price. Once the maximum is reached, the Purchaser may terminate the Contract pursuant to CC 26.

[Optional]

[Insert if there are no Related Services:] Bonus payment to the Supplier shall be [insert number] % per day if the Goods under the Contract are delivered before the final contractual Delivery Date].

[Insert if there are Related Services:] Bonus payment to the Supplier shall be [insert number] % per day if the Goods under the Contract are delivered and the Related Services are completed before the Completion Date].

1. Warranty

1. 1. The Supplier warrants that all the Goods are new, unused, and of the most recent or current models, and that they incorporate all recent improvements in design and materials, unless provided otherwise in the Contract.
   2. The Supplier further warrants that the Goods shall be free from defects arising from any act or omission of the Supplier or arising from design, materials, and workmanship, under normal use in the conditions prevailing in the country of final destination.
   3. The warranty shall remain valid for [insert number] months after the Goods, or any portion thereof as the case may be, have been delivered to and accepted at the final destination, or for [insert number] months after the date of shipment from the port or place of loading in the country of origin, whichever period concludes earlier.
   4. The period for repair or replacement after being notified of the defect by the Purchaser shall be [insert number] days.
   5. If having been notified, the Supplier fails to remedy the defect within the period specified in CC 20.4, the Purchaser may proceed to take within a reasonable period such remedial action as may be necessary, at the Supplier’s risk and expense and without prejudice to any other rights which the Purchaser may have against the Supplier under the Contract.
   6. For purposes of the warranty, the place(s) of final destination(s) shall be: [specify where appropriate]

1. Copyright

1. 1. The copyright in all drawings, documents, and other materials containing data and information furnished to the Purchaser by the Supplier herein shall remain vested in the Supplier, or, if they are furnished to the Purchaser directly or through the Supplier by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party.

1. Fraud and Corruption

1. 1. The Bank requires compliance with the Bank’s Anti-Corruption Guidelines and its prevailing sanctions policies and procedures as set forth in the WBG’s Sanctions Framework, as set forth in Attachment A to the Conditions of Contract.
   2. The Purchaser requires the Supplier to disclose any commissions or fees that may have been paid or are to be paid to agents or any other party with respect to the request for quotations or execution of the Contract. The information disclosed must include at least the name and address of the agent or other party, the amount and currency, and the purpose of the commission, gratuity or fee.

1. Inspections and Audit by the Bank

1. 1. Pursuant to paragraph 2.2 e. of the attachment to the Conditions of Contract, the Supplier shall permit and shall cause its agents (where declared or not), subcontractors, subconsultants, service providers, suppliers, and personnel, to permit, the Bank and/or persons appointed by the Bank to inspect the site and/or the accounts, records and other documents relating to the request for quotations process and/or execution of Contract. The Supplier’s and its subcontractors attention is drawn to CC 22.1 (Fraud and Corruption) which provides, inter alia, that acts intended to materially impede the exercise of the Bank’s inspection and audit rights constitute a prohibited practice subject to contract termination (as well as to a determination of ineligibility pursuant to the Bank’s prevailing sanctions procedures).

1. Limitation of Liability

1. 1. Except in cases of criminal negligence or willful misconduct,

(a)     the Supplier shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Supplier to pay liquidated damages to the Purchaser and

(b)    the aggregate liability of the Supplier to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the supplier to indemnify the Purchaser with respect to patent infringement.

1. Force Majeure

1. 1. The Supplier shall not be liable for forfeiture of its Performance Security (if required), liquidated damages, or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure.
   2.  For purposes of this Clause, “Force Majeure” means an event or situation beyond the control of the Supplier that is not foreseeable, is unavoidable, and its origin is not due to negligence or lack of care on the part of the Supplier. Such events may include, but not be limited to, acts of the Purchaser in its sovereign capacity, wars or revolutions, fires, floods, and freight embargoes.
   3. If a Force Majeure situation arises, the Supplier shall promptly notify the Purchaser in writing of such condition and the cause thereof. Unless otherwise directed by the Purchaser in writing, the Supplier shall continue to perform its obligations under the Contract as far as is reasonably practical and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.
   4. If the performance of the Contract is substantially prevented, hindered or delayed for a single period of more than sixty (60) days or an aggregate period of more than one hundred and twenty (120) days on account of one or more events of Force Majeure during the currency of the Contract, the Parties will attempt to develop a mutually satisfactory solution, failing which either Party may terminate the Contract by giving a notice to the other Party.

1. Termination

1. 1. Termination for Default

The Purchaser, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Supplier, may terminate the Contract in whole or in part:

1. 1. 1. 1. if the Supplier fails to deliver any or all of the Goods within the period specified in the Contract, or within any extension thereof granted by the Purchaser;
         2. if the Supplier fails to perform any other obligation under the Contract; or
         3. if the Supplier, in the judgment of the Purchaser has engaged in Fraud and Corruption, in competing for or in executing the Contract.

In the event the Purchaser terminates the Contract in whole or in part, the Purchaser may procure, upon such terms and in such manner as it deems appropriate, Goods or Related Services if applicable similar to those undelivered or not performed, and the Supplier shall be liable to the Purchaser for any additional costs for such similar Goods or Related Services if applicable. However, the Supplier shall continue performance of the Contract to the extent not terminated.

1. 1. Termination for Convenience
2. The Purchaser, by notice sent to the Supplier, may terminate the Contract, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for the Purchaser’s convenience, the extent to which performance of the Supplier under the Contract is terminated, and the date upon which such termination becomes effective.
3. The Goods that are complete and ready for shipment within twenty-eight (28) days after the Supplier’s receipt of notice of termination shall be accepted by the Purchaser at the Contract terms and prices. For the remaining Goods, the Purchaser may elect:
   1. 1. 1. to have any portion completed and delivered at the Contract terms and prices; and/or
         2. to cancel the remainder and pay to the Supplier an agreed amount for partially completed Goods and Related Services if applicable and for materials and parts previously procured by the Supplier.

1. Forced Labor

1. 1. The Supplier, including its Subcontractors, shall not employ or engage forced labor or persons subject to trafficking, as described in CC 27.2 and CC 27.3.
   2. Forced labor consists of any work or service, not voluntarily performed, that is exacted from an individual under threat of force or penalty, and includes any kind of involuntary or compulsory labor, such as indentured labor, bonded labor or similar labor-contracting arrangements.
   3. Trafficking in persons is defined as the recruitment, transportation, transfer, harbouring or receipt of persons by means of the threat or use of force or other forms of coercion, abduction, fraud, deception, abuse of power, or of a position of vulnerability, or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person, for the purposes of exploitation.

1. Child Labor

1. 1. The Supplier, including its Subcontractors, shall not employ or engage a child under the age of 14 unless the national law specifies a higher age (the minimum age).
   2. The Supplier, including its Subcontractors, shall not employ or engage a child between the minimum age and the age of 18 in a manner that is likely to be hazardous, or to interfere with, the child’s education, or to be harmful to the child’s health or physical, mental, spiritual, moral, or social development.

Work considered hazardous for children is work that, by its nature or the circumstances in which it is carried out, is likely to jeopardize the health, safety, or morals of children. Such work activities prohibited for children include work:

1. with exposure to physical, psychological or sexual abuse;
2. underground, underwater, working at heights or in confined spaces;
3. with dangerous machinery, equipment or tools, or involving handling or transport of heavy loads;
4. in unhealthy environments exposing children to hazardous substances, agents, or processes, or to temperatures, noise or vibration damaging to health; or
5. under difficult conditions such as work for long hours, during the night or in confinement on the premises of the employer.

1. Health and safety obligations

1. 1. The Supplier shall comply, and shall require its Subcontractors if any to comply, with all applicable health and safety regulations, laws, guidelines, and any other requirement stated in the Technical Specifications.

1. Patent Indemnity

1. 1.  The Supplier shall, subject to the Purchaser’s compliance with CC 30.2, indemnify and hold harmless the Purchaser and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Purchaser may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of:
      1. the installation of the Goods by the Supplier or the use of the Goods in the country where the Site is located; and
      2. the sale in any country of the products produced by the Goods.

Such indemnity shall not cover any use of the Goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Supplier, pursuant to the Contract.

1. 1.  If any proceedings are brought or any claim is made against the Purchaser arising out of the matters referred to in CC 30.1, the Purchaser shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.
   2.   If the Supplier fails to notify the Purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf.
   3.  The Purchaser shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.
   4.  The Purchaser shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Purchaser.

1. Change Orders and Contract Amendments

1. 1. The Purchaser may at any time order the Supplier through notice in accordance CC 4.1, to make changes within the general scope of the Contract in any one or more of the following:
      1. drawings, designs, or specifications, where Goods to be furnished under the Contract are to be specifically manufactured for the Purchaser;
      2. the method of shipment or packing;
      3. changes in quantities of Goods to be supplied within the range specified herewith. [insert as appropriate: “The maximum percentage by which quantities may be increased is: [insert percentage]; The maximum percentage by which quantities may be decreased is: [insert percentage”];
      4. the place of delivery;
      5. any test and/or inspection not required by the Contract but deemed necessary, pursuant to CC 17.5; and
      6. the Related Services to be provided by the Supplier.
   2. If any such change causes an increase or decrease in 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 in the Delivery/Completion Schedule, or both, and the Contract shall accordingly be amended.  Any claims by the Supplier for adjustment under this Clause must be asserted within twenty-eight (28) days from the date of the Supplier’s receipt of the Purchaser’s change order.
   3.  Prices to be charged by the Supplier for any Related Services that might be needed but which were not included in the Contract shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged to other parties by the Supplier for similar services.
   4.  Subject to the above, no variation in or modification of the terms of the Contract shall be made except by written amendment signed by the parties.

1. Change in Laws and Regulations

1. 1. Unless otherwise specified in the Contract, if after the date of submission of Quotation, any law, regulation, ordinance, order or bylaw having the force of law is enacted, promulgated, abrogated, or changed in the place of the Purchaser’s Country where the Site is located (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the Delivery Date and/or the Contract Price, then such Delivery Date and/or Contract Price shall be correspondingly increased or decreased, to the extent that the Supplier has thereby been affected in the performance of any of its obligations under the Contract.

Additional Clauses

[insert any additional clauses as necessary, otherwise delete this row]