AMHARA NATIONAL REGIONAL STATEPUBLIC

PROCUREMENT AND PROPERTY DISPOSALSERVICE

(ANRS PPPDS)

CONTRACT AGREEMENT

BETWEEN

AMHARA NATIONAL REGIONAL STATE PUBLIC

PROCUREMENT AND PROPERTY DISPOSAL SERVICE

And

ULTIMATE MOTORS PLC

Tel: +251-11-442-3077/78/79

Fax: +251-11-442-26-86

P.O.BOX: 3900

Addis Ababa, Ethiopia

PROCUREMENT OF CHAINED EXCAVATOR WITH FIELD KITS OF

SPARE PARTS

And SINGLE DRUM ROLLER WITH FIELD KITS OF SPARE PARTS

CONTRACT REF. No. ANRS PPPDS/ICB/PG/02/08/2010

September 2018
Bahir Dar
 CONTRACT AGREEMENT

ON THE PROCUREMENT OF CHAINED EXCAVATOR WITH FIELD KITS

OF SPARE PARTS

And SINGLE DRUM ROLLER WITH FIELD KITS OF SPARE PARTS

REF. No.ANRS PPPDS/ICB/PG/02/08/2010

THIS AGREEMENT is made on September . ------ / 2018 between,

AMHARA NATIONAL REGIONAL STATE PUBLIC PROCUREMENT

AND PROPERTY DISPOSAL SERVICE (ANRS PPPDS)

P.O.Box 1879 Tel. No. +251-(0)58-220-3266, Fax +251-(0)58-220-5191,

E-mail: anrs3pds@gmail.com

Bahir Dar, Ethiopia

Hereinafter called “the Purchaser”, of the one part

AND

Supplier

1) BOMAG GMBH, Hellerwald, D-56154 Boppard, Rep. of Germany

2) HIDROMEK AhiEvran OSB MahallesiOsmanliCaddesi NO 1-06935 Sincan/Ankara-Turkey
Represented by Local Agent

ULTIMATE MOTORS PLC

Tel: +251-11-442-3077/78/79

Fax: +251-11-442-26-86

P.O.BOX: 3900

Addis Ababa, Ethiopia

Hereinafter called “the Supplier," of the other part:

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 AGREEMENT

1. The Goods to be supplied under this Contract are briefly summarized here below

and detailed in the Contractual List of Supply (Part C of this Contract Agreement);

No. DESCRIPTION Qty DDP BAHIR DAR DDP BAHIR DAR

UNIT PRICE TOTAL PRICE

1 CHAINED

EXCAVATOR, USD145,152.42+ USD290,300.84+

HIDROMEK, HMK BIRR3,717,060.52 BIRR 7,434,121.04

2
300LC-3, TURKEY

with Field kit of

spare parts
2 SINGLE DRUM EUR98,808.03+ EUR98,808.03 +

ROLLER (16 TON), BIRR 2,332,750.92 BIRR 2,332,750.92

BOMAG BW219D-4,
1
CHINA

with Field kit of

spare parts
Total USD145,152.42 + USD290,300.84 +

EUR98,808.03 + EUR98,808.03 +

BIRR6,049,811.44 BIRR 9,766,871.96

2. The value of one /1/ unit of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY

with Field kit of spare parts isUSD 145,152.42(one hundred forty five thousand

one hundred fifty two and 42/100 USD ) plus Birr 3,717,060.52 (three Million seven

hundred seventeen thousand sixty Birr and 52/100) and the total value of two/2/

units of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY with Field kit of spare

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 parts is USD 290,300.84 plus BIRR 7,434,121.04 /seven million four hundred

thirty four thousand one hundred twenty one and 04/100 Birr/,

3. The value ofone /1/ unit of SINGLE DRUM ROLLER (16 TON), BW219D-4, CHINA

with Field kit of spare partsis EUR98,808.03 (ninety eight thousand

eighthundredeight and 03/100 EUR) plus Birr 2,332,750.92 (two million three

hundred thirty two thousand seven hundred fifty and 92/100 Birr).

4. the total value of two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3,

TURKEY with Field kit of spare partsand one /1/ unit of SINGLE DRUM ROLLER

(16 TON), BW219D-4, CHINAwith Field kit of spare partsin DDP basis at Bahir Dar,

is USD 290,300.84 plus BIRR 7,434,121.04 (seven million four hundred thirty four

thousand one hundred twenty one and 04/100 Birr) plusEUR98,808.03 (ninety

eight thousand eighthundred eight and 03/100 EUR)plus Birr 9,766,871.96 (nine

million seven hundredsixty sixthousand eight hundred seventy one and 96/100

Birr).

Hereinafter called “the Contract Price’’

5. In this Agreement words and expressions shall have the same meaning as are

respectively assigned to them in the Conditions of Contract referred to.

6. The whole document offered by the supplier, including the following documents

shall be deemed to form and construed as part of this Agreement, viz.:

 The General Conditions of the Contract;

 The Bid Form, Price Schedule and Terms and Condition submitted by the

Supplier;

 The Technical Specifications, submitted by the Supplier in its offer;

 The Letter of Notification of Award sent to the Supplier;

 The summary of evaluation and comparison of bids, proposals and

quotations received by the purchaser,

 Performance bond submitted by the supplier.

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 7. The Supplier hereby covenants with the Purchaser to Supplytwo/2/ units of

CHAINED EXCAVATOR, HMK 300LC-3, TURKEY with Field kit of spare

partsand one /1/ unit of SINGLE DRUM ROLLER (16 TON), BW219D-4,

CHINAwith Field kit of spare partswith all ancillary services and to remedy

defects therein conformity in all respects with the provisions of the Contract.

8. The Purchaser hereby covenants to pay the Supplier in consideration of the

Provision of two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY

with Field kit of spare partsand one /1/ unit of SINGLE DRUM ROLLER (16

TON), BW219D-4, and CHINAwith Field kit of spare partsat the times and in the

manner prescribed by the Contract.

9. Manufacturers’ standard tools, and pre delivery inspection service shall be

supplied free of charge.

10. This contract shall enter into force with all validity and effects from the date of

the parties hereto have affixed their signature and seals here under.

Signed at Bahir Dar on this ------------ day of -------------------------, 2018

SIGNED, SEALED AND DELIVERED

By the said Purchaser By the said Supplier

Name ------------------------------ Name ----------------------------

Signature ----------------------- Signature----------------------------

Witnesses Name and Signature

1) -------------------------------------------- -----------------------------------

2) -------------------------------------- -----------------------------------

3) ________________________ _____________________
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 PART A

GENERAL CONDITIONS OF CONTRACT

1. definition

1.1 In this contract the following terms shall be interpreted as indicated:

a) "The contract" means the agreement entered between the purchaser and the

supplier as recorded in the Contract Form Signed by the parties, including all

attachments and appendices thereto and all documents incorporated by

reference therein;

b) "The Contract Price" means the price payable to the supplier under the

contract of the full and proper performance of its contractual obligations; the

contract price does include all customs duty and taxes levied by the Ethiopian

government.

c) "The Goods" means two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3,

TURKEY with Field kit of spare partsand one /1/ unit of SINGLE DRUM

ROLLER (16 TON), BW219D-4, CHINAwith Field kit of spare parts, which

the supplier is required to supply to the purchaser under the contract;

d) "Service" means, services ancillary to the supply of the goods, such as

transportation, insurance, Commissioning, Training, Technical assistance and

any other incidental services and other obligations of the supplier covered

under the contract;

e) "The Supplier" means HIDROMEK AhiEvran OSB

MahallesiOsmanliCaddesi NO 1-06935 Sincan/Ankara-Turkey who

supplies two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY

with Field kit of spare parts and BOMAG GMBH, Hellerwald, D-56154

Boppard, Rep. of Germany one /1/ unit of SINGLE DRUM ROLLER (16 TON),

BW219D-4, CHINA with Field kit of spare partsunder this contract. Both

represented by their local agent Ultimate Motors Pvt. Ltd. Co

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 2. Application

2.1 These General Conditions shall apply to the extent that provisions in other

parts of the Contract do not supersede them. In case of discrepancies between

the provision of this contract and the provisions of other document, the

provision of this Contract shall prevail.

3. Country of Origin

3.1 The two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY with

Field kit of spare parts supplied under the Contract shall have the origin of

TURKEY. And one /1/ unit of SINGLE DRUM ROLLER (16 TON), BW219D-4,

CHINA with Field kit of spare parts supplied under the Contract shall have the

origin of CHINA.

4. Standards

4.1 The Goods supplied under this Contract shall conform to national and

international standards.

4.2 The Goods supplied under this Contract shall conform to the standards

mentioned in the supplier’s Technical Specifications and, when no applicable

standard is mentioned, the standard shall be equivalent to the official standards

whose application is appropriate to the Goods' country of origin.

5. Use of Contract Document and Information

5.1 The Supplier shall not, without the Purchasers' prior written consent, disclose

the Contract, or any provision thereof, or any specification, plan drawing

pattern, sample or information furnished by or on behalf of the Purchaser in

connection therewith, to any person other than a person employed by the

Supplier in the performance of the Contract.

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5.2 Any document, other than the contract itself, enumerated in par. 5.1 shall

remain the property of the purchaser and shall not be returned (in all copies) to

the supplier on completion of the suppliers performance under the contract if

so required by the supplier.

6. Patent Rights

6.1 The Supplier shall indemnify the Purchaser against all third-party claims of

infringement of patent, trademark or industrial design rights arising from use

of the Goods or any part thereof in the Purchaser's country.

7. Performance Security

7.1 The performance security bond shall be submitted within fifteen (15) days of

the date of signing of the Contract Agreement by both Parties. The Supplier

shall furnish Performance Security to the Purchaser in the amount of 10% of the

total Contract Value in ETB. .

7.2 The performance security shall be payable to the Purchaser as compensation

for any loss resulting from the Supplier's failure to complete the obligations

under the Contract.

7.3 The performance security shall be unconditional Bank guarantee or CPO in Birr

equivalent payable to the purchaser issued or endorsed by recognized

indigenous Bank in Ethiopia.

7.4 If the supplier fails to supply at least 95% of the items in terms of value then the

purchaser has a right to forfeit total performance bond. However if the supplier

performs at least 95%, the remaining 5% of the items are not decisive for the

purchaser and the supplier has acceptable reason for the delay or non-

performance of the remaining 5% then only proportional performance bond of

10% of the undelivered items shall be forfeited by the purchaser.

7.5 The performance security will be discharged by the Purchaser and returned to

the Supplier not later than 28 days following the date of completion of the

supplier's performance obligations under this contract.

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7.6 The performance bond amounting to 10% of DDP Contract Price shall be valid

for a period to cover the complete delivery of the goods (DDPBahir Dar)

including reasonable period of 5 months required by the Purchaser for inland

transportation and for the final acceptance of the Goods.To be more precise, the

validity of 10% Performance Bond shall be until completion of performance.

8. Pre-Delivery Inspection and Tests

8.1 The Supplier shall submit factory or pre-delivery inspection Certificate issued

by the manufacturer, certifying that the item supplied complies with the

specifications set out in the contractual technical specifications.

8.2 The Pre-Delivery inspection and tests shall be conducted on the premises of the

Supplier/Manufacturer or at point of EXW delivery of the Goods. If conducted

at the premises of the Supplier/Manufacturer, all reasonable facilities and

assistance shall be furnished to the Purchaser.

8.3 If any inspected or tested Goods fail to conform to the agreed Specifications,

the purchaser may reject them and the Supplier shall either replace the rejected

Goods or make all alterations necessary to meet the agreed Specification

requirements free of cost to the Purchaser.

8.4 Nothing in Clause 8 shall in any way release the Supplier from any warranty or

other obligations under this Contract.

8.5 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 under the Contract, provided that the Supplier's reasonable costs

and expenses incurred in the carrying out of such tests and/or inspections shall

be added to the Contract Price. Further, if such test and/or inspection impede

the progress of manufacturing and/or the Supplier's performance of its other

obligations under the Contract, due allowance will be made in respect of the
8
 delivery dates, completion dates and other obligations so affected.

9. Packing, Marking and Shipment of Consignment

9.1 The packing of the Goods shall be in accordance with the manufactures’ export

standard packing.

9.2 The Supplier shall ship all items to loading port according to FOB basis; and

transport all items from loading port under this contract up to Djibouti port.

9.3 Shipment of all items shall be made by Ethiopian Shipping Lines (ESL) or at

Supplier’s choice, if allowed. In case the ESL cannot be utilized, or the

Ethiopian Shipping line does not call at the port of embarkation, shipment shall

be made by another international carrier. Exemption to this may only be made

upon presentation of letter of exemption from the Ethiopian shipping Lines.

9.4 Partial shipment is not allowed. For the respective letter of credit.

9.5 The supplier is also responsible to transport two/2/ units of CHAINED

EXCAVATOR, HMK 300LC-3, TURKEY with Field kit of spare partsand one /1/

unit of SINGLE DRUM ROLLER (16 TON), BW219D-4, CHINA with Field kit of

spare partsup to the purchasers ware house at Bahir Dar.

10. Delivery Time, Terms & Place

10.1 The Goods will be ready for shipment at the respective loading ports in

TURKEY and CHINA PORTSwithin90 days from the date of Supplier’s receipt

of original irrevocable Letter of Credit at sight at FOB bases subject to the

availability of Ethiopian shipping line.

10.2 The Delivery Place of two/2/ units of CHAINED EXCAVATOR, HMK 300LC-3,

TURKEY with Field kit of spare partsand one /1/ unit of SINGLE DRUM

ROLLER (16 TON), BW219D-4, CHINA with Field kit of spare parts shall be at

Amhara National Regional State Public Procurement and Property Disposal

Service’s warehouse in Bahir Dar within 150 calendar days calculated from the
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 date of L/C opening.

10.3 For purpose of the contract, ”DDP”used to describe the obligations of the

parties shall have the meanings assigned to them by the current edition of the

international rules for the interpretation of the trade terms published by the

International Chamber of Commerce, Paris and commonly referred as

INCOTERMS 2010. Among this captioned DDP responsibility the supplier

shall take responsibility from plants to loading port according to FOB, and

also take responsibility of the rest shipment from loading till final destination.

10.4 The purchaser shall issue letter of authorization to the local agent to clear and

transport the cargo from port of Djibouti up to the buyer’s warehouse at Bahir

Dar.

11. Insurance

11.1 The Goods supplied under the Contract shall be fully insured by the

Supplierin local currency, against loss or damage incidental to transportation

and storage from the port of loading up to Purchaser’s ware house, Bahir Dar.

11.2 The supplier shall insure all goods from point of origin up to port of

loading.

12. Transportation& Inland Cost

12.1 The Supplieris required under the Contract to deliver two/2/ units of

CHAINED EXCAVATOR, HMK 300LC-3, TURKEY with Field kit of spare

partsand one /1/ unit of SINGLE DRUM ROLLER (16 TON), BW219D-4,

CHINAwith Field kit of spare partsusing all means of transportation including

loadingunloading charges shall be arranged and covered by the Supplier up to

Amahara National Regional State public procurement property Disposal

Services’ warehouse at Bahir Dar. The supplier shall take responsibility of

shipment from plant to loading port at FOB basis; and shall take responsibility

of shipment from loading port up to purchaser ware house, Bahirdar.

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12.2 All custom duty and tax charges shall be paid by the supplier.

13. Incidental Services

13.1 The Supplier may be required to provide any or all of the following

services:

a) Performance or supervision of on-site assembly and/or start-up of the

supplied Goods, which is conducted by its Local Agent.

b) Furnishing of tools required for assembly of the supplied Goods, which

is also done by its Local Agent.

c) Furnishing of detailed operation and maintenance manual for each

appropriateunitofthe supplied Goods.

d) Performance or supervision or Maintenance and/or repair of the

supplied Goods,which istaken care of by its Local Agent, for aPeriod of

time agreed by the parties, provided that this service shall not relieve

theSupplier at any warranty obligation under this contract; and

e) Conduct training of the purchaser's personnel at the purchaser’s site,

on the Purchaser’s own account.And subject to training fees at the

manufacturer, and/or on-site, which is done by its local agent, in

assembly, start-up, operation, maintenance and/or repair of the

supplied goods.

f) The supplier shall assemble and effect performance test of the

Excavators and Roller. However, Purchaser confirms to supply lifting

means/wheel loader /Crain/ during the assembly and also sufficient

technicians on the job training during assembly.

13.2 Price charged by the Supplier for the preceding incidental services, if not

included in the contract price of the Goods, shall be agreed upon in advance

by the parties and shall not exceed the prevailing rates charged to other
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 parties by the supplier for similar services.

14. Warranty

14.1 The Supplier warrants that the Goods supplied under the Contract are new,

unused, of the most recent improvement in design and materials unless

otherwise stated in the Contract. The Supplier further warrants that the

Goods supplied under this Contract shall have no defect arising from

design, material or workmanship (except in so far as the design or material

is required by the purchaser's specifications) or from any act or omission of

the Supplier that may develop under the normal use of the supplied Goods

in the conditionsobtaining in the country of final destination.

14.2 This warranty shall remain valid for12 (twelve) months or 2,000

hrs(whichever comes first) after delivery at ANRS PPPDS’s warehouse at

Bahir Dar, in accordance with the manufacturer’s standard warranty policy.

The supplier shall take charge of the warrantee service for mentioned two/2/

units of CHAINED EXCAVATOR, HMK 300LC-3, TURKEY with Field kit of

spare partsand one /1/ unit of SINGLE DRUM ROLLER (16 TON), BW219D-4,

and CHINAwith Field kit of spare parts.

14.3 The Purchaser shall promptly notify, within the warranty period, the

supplier in writing of any claims arising under this warranty, stating the

nature of any of such defects together with all available evidence thereof,

promptly following the discovery thereof. The Purchaser shall afford all

reasonable opportunity for thesupplier to inspect such defects.

14.4 Upon receipt of such notice, the Suppliershall within 2 (two) months repair

or replace the defective Goods or parts thereof, without costs to the

Purchaser other than where applicable, the cost of inland delivery of the
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 repaired or replaced Goods or parts from the port of entry to the final

destination.

14.5 If the Supplier, having been notified fail to remedy the defect(s) within

mentioned period, the Purchaser may proceed to take such remedial action

as may be necessary, and without prejudice to any other rights, which the

Purchaser may have against the Supplierunder the Contract.

14.6 All defective items not accepted by the Purchaser shall be returned to

theSupplier at the latter expense for the manufacturer’s investigation.

14.7 Upon delivery of substitutive items the Supplier has the right to collect back

those defective or incorrect items for the manufacturer’s investigation.

14.8 The Purchaser shall provide thesupplier all necessary assistance towards

Custom for all required formalities for import of replacement items or

defective parts, if necessary, including possibility of tax exemption when

applicable.

14.9 All tax and other payments for replacement of defective goods or spare

parts shall be covered by the supplier during the warranty period.

15. Payment & Documents

15.1 For the Supply of the Goods the Purchaser shall establish for 100% value

of theforeign currency partan irrevocableletter of credit,valid for two

terms (6 months), in the name of each supplier. The Purchaser will cover

local L/C charges whereas the Supplier will cover the charges raised

outside Ethiopia,

15.2 Payment of the goods will be effected as follows:

90% of the FOB price shall be paid by LC payable at sight upon shipment and

presentation of shipping documents and the remaining 10% of the FOB price

and 100% of the local portion will be paid within 28 days after the whole
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 goods are delivered at final destination (Bahirdar PPPDS warehouse).

15.3 Letter of Credit shall be issued by EthiopianBank based on Supplier's

choice.

15.4 Address of the Bank & Beneficiary for L/C purpose

For Excavators

Beneficiary: HIDROMEK A.S

Advising bank: TÜRKIE IŞ BANKASI

Add: No. BRANCH: BAŞKENT KURUMSAL ŞUBESI

SWIFT Code: SWIFT: ISBKTRISXXX

A/C: IBAN: TR630006 4000 0024 3990 0080 72

For the Roller

Beneficiary: BOMAG GMBH, Hellerwald, D-56154 Boppard,

Advising bank: Commerzbank AG, Koblenz/Germany

Add: No Tel: +496742 1000Fax: +4967 42 3090

Federal Republic of Germany
SWIFT Code: COBADEFF, Bank Code 570 400 44
Account NO: 2048700

15.5 The supplier shall submit the following documents issued in the name of

Amhara National Regional State Public Procurement and Property

Disposal Service:-

a) Three original full sets of negotiable clean original Bills of Lading showing

port of embarkation and disembarkation (Djibouti Port) to be issued in the

name of the purchaser.

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b) Three original and five copies of supplier commercial invoice which are

authenticated by the Chamber of Commerce in the supplier’s originating

country and to be issued in the name of the purchaser.

c) Three original and 3 copies of Packing List.

d) Three original and 3 copies of Certificate of Origin.

15.6 Letter of credit (L/C) extension, Amendment or any other bank charge

which may occur due to the supplier’s failure of meeting the delivery time

shall be covered by the supplier.

16 Prices

16.1 Prices charged by the Supplier for Goods delivered and Services performed

under the Contract shall not vary from the prices quoted by the Supplier in

its bid until final acceptance.

17 Change Orders

17.1 The Purchaser reserves the right at the time of award of contract to increase

or decrease the quantity of goods and services specified in the Schedule of

Requirements without any change in price. Only before signing of this

contract agreement that the purchaser shall be allowed to change orders

under any circumstances whatsoever.

17.2 The supplier shall not change the model of the items whose specification is

designated under this contract without informing and receiving written

acceptance by the purchaser. The supplier shall not substitute new

components not shown in the specification.

18 Contract Amendments

18.1 Variation or modification of the terms of the Contract shall not be made

except by written amendment signed by the parties.

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19 Assignment

19.1 The Supplier shall not assign, in whole or in part, its obligations to perform

under the Contract, except with the Purchaser's prior written consent.

20 Delays in the Supplier's Performance

20.1 Delivery of the Goods and performance of logistics Services shall be made

by the Supplier in accordance with the time schedule specified in this

agreement.

20.2 An unexcused failure by the Supplier in the performance of its delivery

obligations shall render the Supplier liable to any or of the following

sanctions respectively forfeiture of its performance security, imposition of

liquidated damages, and/or termination of the Contract for default.

20.3 If at any time during performance of the Contract, the Supplier should

encounter conditions impeding timely delivery of the Goods and

performance of Services, the Supplier shall promptly notify the Purchaser in

writing of the fact of the delay, it’s likely duration and its cause(s). As soon

as practicable after receipt of the Supplier notice, the Purchaser shall

evaluate the situation and may at its discretion extend the Supplier'stime for

performance, in which case the extension shall be ratified by the parties by

amendment of the Contract.

20.4 Subject to Clause 20, if the Supplier fails to deliver any or all of the Goods or

perform the logistics Services within the time period(s) specified in the

Contract, the Purchaser shall, without prejudice to its other remedies under

the Contract, deduct from the contract price, a sum equivalent to 0.01% or

1/1000 of the foreign currency plus 0.01% of the local inland cost of the

undelivered goods or unperformed logistics Services for each day.

20.5 The penalty deduction maximum will be 10% of the contract price for the

delayed goods & services. Once the maximum is reached, the Purchaser
16
 may consider termination of the contract.

20.6 This penalty shall not apply if the delivery failure or non-performance of

the logistics service results from any negligence or fault of the purchaser,

like non availability of vessel by ESL, within the request period.

21 Liquidated damage

21.1 If the supplier fails to supply goods or fails to perform logistics services

as per the contract, the purchaser can also require liquidated damage in

addition to the forfeiture of its performance security.

22 Termination for Default

22.1 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) If the accrued amount of Liquidated Damages for delay in the delivery of the

Goods reaches the amount of the 10% of the Contract Price.

b)If the Supplier becomes bankrupt or otherwise insolvent.

22.2 In the event the Purchaser terminates the Contract in whole or in part,

pursuant to article 22.1, the Purchaser may procure, upon such terms and in

such manner as it deems appropriate, Goods similar to those undelivered,

and the Supplier shall not be liable to the Purchaser for any excess costs for

such similar Goods. However, the Supplier shall continue performance of

the Contract to the extent not terminated.

23 Force Majeure

23.1 The Supplier shall not be liable for forfeiture of its performance security,

liquidated damages or termination for default, if and to the extent that, it’s

delay in performance or other failure to perform its obligations under the

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 Contract is the result of an event of Force Majeure.

23.2 For purposes of this clause, "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 shall be treated as defined in the Ethiopian

Law (unforeseeable circumstances such as natural catastrophe, civil and / or

external war, strikes, lockouts, etc).

23.3 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.

24 Resolution of Disputes

24.1 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.

24.2 If, after twenty eight (28) days from the commencement of such informal

negotiations, the Purchaser and the supplier have been unable to resolve

amicably a Contract dispute, either party may require that the dispute be

referred for resolution to the competent court located in BahirDar.

25 Governing Language

The contract shall be written in English language. All correspondence and

other documents pertaining to the Contract, which are exchanged by the

parties, shall be written in the same language.

26 Applicable Law

The Contract shall be interpreted in accordance with the laws of Ethiopia.

27 Taxes and Duties

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27.1 The Supplier shall be entirely responsible for all taxes, duties, stamp license

fees, and other such levies from plant up to loading port according to FOB

basis. And also shall cover all taxes and duties levied in Ethiopia,Port

handling, transportation and Transit costs. (If the purchaser has no tax

exemption privilege)

27.2 If the purchaser has tax exemption privilege the purchaser will not pay to

the supplier the amount of all taxes and duties mentioned in the financial

document of the supplier. In short the purchaser will submit the tax

exemption letter from the concerned government body and deduct the

value of tax and duties from the final payment to the supplier.

28 Bank charges

28.1 The Supplier shall cover all bank costs and commissions arising or

requested outside Ethiopia.

28.2 Any payment occurring due to the Supplier’s failure such as L/C extension,

amendment and other charges will be paid by the Supplier.

29 Spare Parts

29.1 The Supplier shall carry sufficient inventories to assume ex-stock supply of

consumable parts such as filters, filter elements, gaskets, seals, belts, kits, etc

for the goods to be supplied under contract.

29.2 The Supplier shall also ensure availability of spare parts, ex-factory, at least

for the period of expected useful life of the equipment.

30 Notifications

30.1 Upon each shipment of the items at the port of embarkation, the Supplier

shall notify the Purchaser by fax or DHL or hand delivery regarding the

particulars of shipment.

30.2 In this notice, the supplier shall undertake to include:

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 a) Number of packed items

b) Dimensional length, width, height of each packed andits’ total, weight.

c) Other necessary information such as schedule of readiness for shipment

and other, if any.

30.3 If the vessel is not available by the time when the items are ready for

shipment, the Supplier has agreed to notify the Purchaser the non-

availability, and same shall be rectified by the Ethiopian Shipping Lines.

31 Acceptance

31.1 All items of this Agreement shall be inspected at the final destination which

is the warehouse of the Purchaser site in Bahir Dar upon each partial arrival

/shipment of goods, by the Supplier.

31.2 According to the result of joint inspection, an Acceptance Certificate with

indication of relevant value of inspected and accepted good/s shall be

issued for each machine and for each shipment of spare parts, tools and

accessories. Acceptance Certificate can be issued also in presence of minor

remarks that are agreed between the Purchaser and Supplierto be settled

within an indicated reasonable time.

31.3 In case of discrepancy, the Purchaser shall within 15 calendar days, submit

to the Suppliera discrepancy report in writing containing all short shipped

or defective items or parts.

31.4 The Supplier shall deliver the replacement for defective or missing items or

rectify and take remedy within 60 calendar days from the receipt of the

discrepancy report.

31.5 In cases that any item/s is been damaged or stolen during transport, the

supplier shall duly and timely notify to the Insurance Company for

reimbursement. Accordingly the Supplier shall deliver the replacement

upon payment to be effected in advance by the Purchaser.

31.6 Acceptance Certificate shall be issued based on verification of

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 correspondence to technical specification & packing list considering

following aspects:

a) Visual inspection of the goods

b) Counting of the goods

32 Liability

32.1 The supplier have liability on the execution of the contract, takes liability

from plant up to loading port according to FOB basis, and take liability

from loading port up to the final destination.

32.2 The Purchaser has a right to confiscate the performance guarantee

respectively if the supplier fail for the due performance of the Contract and

the aggregate liability of the Supplier reaches the amount of 10% of the

Contract Price.

32.3 Except in cases of criminal negligence or willful misconduct, 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

33 Miscellaneous

33.1 The Supplier shall not change the model of the items whose specification is

designated under this contract without informing and receiving written

acceptance by the purchaser. The supplier shall not substitute new

component not shown in the specification.

33.2 Any amendment of the clause of this contract shall be executed only in

writing signed by authorized representative of both parties.

33.3 The Procuring Entity shall pay all costs involved in the performance of

itsresponsibilities under this Contract.

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33.4 All relevant manufacturer’s manuals and catalogues in English Language

shall be supplied by the Supplier along with t

33.5 he relevant machine or accessory as per the following list but not limited to;

A) Operation &maintenance manual one each per truck in hard Copy.

B) Spare parts catalogue one per truck in CD-ROM.

C) Service manual one per truck in hard Copy.

34 Purchaser's Responsibility

34.1 Whenever the Supply of Goods and related services requires that the

Supplier obtains permits, approvals and import and other licenses from the

local public authorities, the Purchaser shall, if so required by the Supplier

makes its best efforts to assist the Supplier in complying with such

requirements in a timely and expeditious manner.

34.2 The Purchaser shall pay all costs involved in the performance of its

responsibilities, in accordance with article 34.1 above.

35 Training

35.1 The Supplier shall provide training in the operation and maintenance of the

Excavators and Roller in Bahidar to address for maintenance activity

necessary for the proper handling and life duration of the machine.

a. The training shall be for 4 (Four) technicians and 4 (Four) operators for

a maximum of 3 days. All Expenses of the trainers shall be covered by

the supplier.

b. The training program shall be scheduled jointly by the supplier’s local

agent and the purchaser before the arrival of the Excavators and Roller

with their spare parts.

36 ANNEXES

 Part B: The Bid Form, Price Schedule and Terms and Condition, Performa

invoice Submitted by the Supplier.

 Part C: The Technical Specifications, submitted by the Supplier.

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  Part D: The Letter of Notification of Award sent to the Supplier.

 Part E: Letter of Authorization.

37 Entrance in to force
37.1 This contract shall enter in to force with all validity effects from the date the

parties have affixed their signature and stamp here under. In witness there

of the parties signed this contract in the date and year written above.

37.2 Since this contract is framework contract, if necessary, this will extend for

more two years.

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