ANNEX 2 - GENERAL TERMS AND CONDITIONS

1. SCOPE OF THE SUPPLY

The aim of the supply is the Provision of electro-medical devices for “Emergency” Surgical Centre in Hajjah in
order to carry out smoothly the medical activity foreseen.
Bio-Medical equipment specifications list with items description, specifications and quantity is attached in
annex 4 and considered part of the contract.

2. LOCATION OF THE SITE

The equipment listed in annex 4 are due to be delivered, installed and commissioned in the hospital facility
that is located in Hajjah city, Yemen.

3. GENERAL
Unit Prices entered in the bill of quantities are deemed to be final prices.
Costs are in USD.
Costs include price of the materials, equipment, loading, transportation and unloading of all materials,
equipment and accessories to the site, warranty, installation, commissioning, training, liability and
obligations insurances connected to the hereby contract.
All equipment must be supplied with Operational Manual and Service Manual in English language.
Installation and Commissioning must be performed by manufacturer engineer.
The Contractor will appoint a specialist in order to provide proper training to the users identified by the
Customer.
The Contractor will remedy all workmanship faults as deemed by the Customer without additional cost to
Customer. If the Contractor should fail to rectify any faults and a third party shall be involved in rectifying
these faults, the payment to this third party will be deducted from the price of contract set out by the
Contractor.
Therefore, damages that occurred by the other party, identification and verification on such damages should
be undertaken by the Customer and Contractor representative for appropriate action needed and such
rectification or remedy deemed by the Contractor to the party responsible for the said damages.

4. QUALITY
All items and workmanship shall be of the highest quality and they must comply with International Quality
Standards.
The Customer shall approve items and workmanship of the supply.
The product proposed must be compliant with the specifications listed in annex 4.

5. DAMAGE ON SITE
The Contractor shall be responsible for any damages on site resulting from the execution of unloading and
shall make good any damages at its own expense.

6. TIME DELIVERY
Time delivery is essential in this supply.
Date of delivery must be within ______________
Failure to achieve the foreseen date listed above may result in a claim for liquidated damages against the
contractor a sum equivalent to:
10% for more than 15 days of the agreed delivery date;
20% for more than 60 days of the agreed delivery date;
30% for more than 90 days of the agreed delivery date.

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 7. SUPPLY COST
The value of the contract is … USD [to be completed when signing the Contract].
The total contract price is inclusive of all applicable fees, taxes and permits that may be imposed by any
Government entity to the Customer and Contractor in connection with the execution, of the Supply pursuant
to this Agreement.

8. TERMS OF PAYMENT
The Contractor shall render to the Customer a progress claim according to this schedule:
- 40% as advance payment at the signature of the contract;
- 40% after approval by the Customer of the materials delivered;
- 20% as final payment after installation, commissioning and training;
The Customer shall pay the Contractor the agreed sums within … (…) working days from the receipt of the
invoice approved by the Customer’s country representative.
The final test shall be executed within a timeframe agreed with the Customer. If the final test will be satisfied,
the Customer will issue the final payment.
In case of dispute above the payments, the payments will be held until the settlement of the dispute.
All the payments will be done by cheque or bank transfer.

9. WARRANTY AND TRUST

If the total amount of the supply exceeds 50.000,00 USD (fifty thousand dollars), the Contractor shall deliver
to the Customer a first demand bank guarantee for the total amount of …[to be completed when signing the
Contract – not less than 30% of the contract value] to guarantee the advance payment issued by either IBY
or Tadhamon Bank or any other bank reasonably accepted by the Contractor (as per Annex 2.2 – First Demand
Bank Guarantee attached).
The Contractor is committed to respect the warranty period given for each item, with a minimum of 12
months from the date of installation and commissioning;

10. CIRCUMSTANCES BEYOND ONE’S CONTROL

Neither party shall be liable for any failure for unperformed obligations in the contract when the performance
is prevented, hindered or delayed by any circumstance beyond the parties’ control.
National or regional authorities will have to declare the exceptionality of the above-mentioned
circumstances.
A party failing to perform for circumstance beyond its control shall immediately notify the other party giving
full details.
The party shall use its best endeavours to remedy the situation immediately.
In the above-mentioned event the delivery term will be extended as many days as the circumstances lasted.
The following circumstances shall not be deemed outside the control of the party:

- A strike or go slow or obstructive conduct of supply by any of the Contractors’ employees.

- A breakdown of any sub-contractor.
- A contractual commitment made by the contractor or any of his sub-Contractors or suppliers to third
parties which limits the ability of the Contractor or its sub-contractor or suppliers to adequately
provide the services.
- Natural phenomenon not included in circumstances beyond one’s control.

11. VARIATIONS
Any new annexes will follow all the conditions of the hereby contract.
The Contractor should not only allow, but facilitate the work of other possible Contractor companies that
work for the Customer in the same site.

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 12. APPLICABLE LAW AND VENUE
This agreement shall be construed in accordance with and be subject to the laws of the Republic of Yemen.
Any dispute arising out of this agreement, including its interpretation, performance and/or non-performance
of any obligations hereunder, will be submitted to the exclusive venue of the courts of Sana’a, Yemen.

13. TERMINATION OF THE CONTRACT

The Customer can terminate the contract with a letter sent to the Contractor for the following reasons:
- If the Customer is forced to leave the Country for security reasons;
- If any of the equipment listed has more than 15 days of delay of the agreed time of delivery;
- If the quality of the equipment doesn’t match the level required by the Customer.
In any case the Customer can request the payment of damages.

14. RIGHT OF ACCESS

The Contractor shall grant the Customer or any employee mandated by it full and on-the-spot access to
premises and documents.
In this context the Contractor shall provide, upon request, complete information on its records.

The signatures below stand for acceptance of the terms and conditions mentioned above and certify that the
conditions are fully understood.

Annexes
2.1 DECLARATION OF ETHICAL AND REGULAR ACTIVITY
2.2 First demand bank guarantee
2.3 BoQs
2.4 ….
2.5 …

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