Contract Conditions

UNITED NATIONS GENERAL CONDITIONS FOR CONTRACTS FOR PURCHASE OF GOODS

1.0 LEGAL STATUS: The Vendor shall be considered as having the legal status of an independent contractor vis-à-vis the United Nations. The Vendor's personnel and sub-contractors shall not be considered in any respect as being the employees or agents of the United Nations.

2.0 SOURCE OF INSTRUCTIONS: The Vendor shall neither seek nor accept instructions from any authority external to the United Nations in connection with the performance of this Contract. The Vendor shall refrain from any action which may adversely affect the United Nations and shall fulfill its commitments with the fullest regard to the interests of the United Nations.

3.0 ASSIGNMENT: The Vendor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of the Vendor's rights, claims or obligations under this Contract except with the prior written consent of the United Nations.

4.0 OFFICIALS NOT TO BENEFIT: The Vendor warrants that no official of the United Nations has received or will be offered by the Vendor any direct or indirect benefit arising from this Contract or the award thereof. The Vendor agrees that breach of this provision is a breach of an essential term of this Contract.

5.0 WARRANTIES AND INDEMNIFICATION:

5.1 The Vendor shall provide the United Nations with all manufacturers' warranties, including but not limited to the warranty that the Goods shall be free of defects. Without any limitation of the foregoing, the Vendor warrants to the United Nations that the Goods, including their packaging, shall conform to the Contract Documents, and in particular to the specifications in Annex B, and shall be fit for the purposes for which such Goods are ordinarily used and for purposes expressly made known to the Vendor by the United Nations, and shall be of good quality, free from faults and defects in design, material and workmanship. The Vendor also warrants that the Goods are contained or packaged in a manner adequate to protect the Goods. All such warranties shall remain in effect for a period of [one (1) year] after receipt of the Goods by the Mission (the "Warranty Period").

5.2 If, during the Warranty Period, the Goods or any part thereof purchased under this Contract are found by the United Nations to be defective or not to conform with the Contract Documents, upon written notification to the Vendor by the United Nations, the Vendor shall, promptly and at its own expense correct all such defects and non-conformities. If the defects and non-conformities cannot be corrected, the Vendor shall, at the choice of the United Nations, either replace the defective Goods or promptly reimburse the United Nations.

5.3 The Vendor warrants that the use by the United Nations of the Goods furnished under this Contract do not infringe any patent, trade-name or trade-mark. The Vendor shall indemnify, hold and save harmless, and defend, at its own expense, the United Nations, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, pertaining to the alleged infringement of any patent, design, trade-name or trade-mark arising from this Contract. The obligations under this Article do not lapse upon termination of this Contract.

6.0 ENCUMBRANCES/LIENS: The Vendor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with the United Nations against any monies due or to become due for any Goods furnished under this Contract, or by reason of any other claim or demand against the Vendor.

7.0 USE OF NAME, EMBLEM OR OFFICIAL SEAL OF THE UNITED NATIONS: The Vendor shall not advertise or otherwise make public the fact that it is furnishing goods or services to the United Nations, nor shall the Vendor, in any manner whatsoever use the name, emblem or official seal of the United Nations, or any abbreviation of the name of the United Nations in connection with its business or otherwise.

8.0 CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION

8.1 All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data compiled by or received by the Vendor under this Contract shall be the property of the United Nations, shall be treated as confidential and shall be delivered only to United Nations authorized officials on completion of this Contract.

8.2 The Vendor may not communicate at any time to any other person, Government or authority external to the United Nations, any information known to it by reason of its association with the United Nations which has not been made public except with the authorization of the United Nations; nor shall the Vendor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract.

9.0 FORCE MAJEURE; OTHER CHANGES IN CONDITIONS

9.1 In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Vendor shall give notice and full particulars in writing to the United Nations, of such occurrence or change if the Vendor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Vendor shall also notify the United Nations of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with its performance of this Contract. On receipt of the notice required under this Article, the United Nations shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Vendor of a reasonable extension of time in which to perform its obligations under this Contract.

9.2 If the Vendor 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 United Nations shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 10, "Termination", except that the period of notice shall be seven (7) days instead of thirty (30) days.

9.3 Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force.

10.0 TERMINATION

10.1 Either Party may terminate this Contract for cause, in whole or in part, upon thirty (30) days notice, in writing, to the other Party. The initiation of arbitral proceedings in accordance with Article 16.2 "Arbitration" below shall not be deemed a termination of this Contract.

10.2 The United Nations may terminate forthwith this Contract at any time should the mandate or the funding of the Mission be curtailed or terminated, in which case the Vendor shall be reimbursed by the United Nations for all reasonable costs incurred by the Vendor prior to receipt of the notice of termination.

10.3 In the event of any termination by the United Nations under this Article, no payment shall be due from the United Nations to the Vendor except for Goods satisfactorily delivered in conformity with the express terms of this Contract.

10.4 Should the Vendor be adjudged bankrupt, or be liquidated or become insolvent, or should the Vendor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the Vendor, the United Nations may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate this Contract forthwith. The Vendor shall immediately inform the United Nations of the occurrence of any of the above events.

11.0 OBSERVANCE OF THE LAW: The Vendor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract.

12.0 AUTHORITY TO MODIFY: Pursuant to the Financial Regulations and Rules of the United Nations, only the Purchase and Transportation Division at New York possesses the authority to agree on behalf of the United Nations to any modification of or change in this Contract, to a waiver of any of its provisions or to any additional contractual relationship of any kind with the Vendor. Accordingly, no modification or change in this Contract shall be valid and enforceable against the United Nations unless provided by an amendment to this Contract signed by the Vendor and the Chief or Deputy Chief of the Purchase and Transportation Division.

13.0 EXPORT LICENCES: If an export licence or licences are required for the Goods, the Vendor shall obtain that licence or licences.

14.0 RISK OF LOSS: Notwithstanding anything to the contrary in this Contract, risk of loss, injury or destruction to the Goods shall be borne by the Vendor until physical delivery of the goods has been completed in accordance with this Contract.

15.0 RIGHTS OF THE UNITED NATIONS: In case of failure by the Vendor to perform under the terms and conditions of this Contract, including but not limited to failure to obtain necessary export licences or to make delivery of all or part of the Goods by the agreed delivery date or dates, the United Nations may, after giving the Vendor reasonable notice to perform and without prejudice to any other rights or remedies, exercise one or more of the following rights:

1. procure all or part of the Goods from other sources, in which event the United Nations may hold the Vendor responsible for any excess cost occasioned thereby;

2. refuse to accept delivery of all or part of the Goods;

3. terminate this Contract.

16.0 SETTLEMENT OF DISPUTES

16.1 Amicable Settlement
The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

16.2 Arbitration
Any dispute, controversy or claim between the Parties arising out of this Contract or the breach, termination or invalidity thereof, unless settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Contract, the arbitral tribunal shall have no authority to award interest [in excess of ....... (..%) percent, and any such interest shall be simple interest only]. The parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.

17.0 PRIVILEGES AND IMMUNITIES: Nothing in or relating to this Contract shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs.

18.0 TAX EXEMPTION

18.1 Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter-alia, that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the United Nations exemption from such taxes, duties or charges, the Vendor shall immediately consult with the United Nations to determine a mutually acceptable procedure.

18.2 Accordingly, the Vendor authorizes the United Nations to deduct from the Vendor's invoice any amount representing such taxes, duties or charges, unless the Vendor has consulted with the United Nations before the payment thereof and the United Nations has, in each instance, specifically authorized the Vendor to pay such taxes, duties or charges under protest. In that event, the Vendor shall provide the United Nations with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized.