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For UNFPA Terms and Conditions - Services (click here)
UNFPA General Terms and
Conditions - Goods
1.1. The Supplier shall acknowledge receipt and acceptance of the UNFPA Purchase Order by:
a. Acknowledgement of receipt of Purchase Order by the Vendor’s signing and returning an acknowledgement copy of it to UNFPA buyer (via email, fax or letter) or by timely delivery of the goods as herein specified.
b. Entering Estimated Time of Departure (ETD) and Estimated Time of Arrival (ETA) into the Order Tracking System Website: http://shipping.unfpa.dk/supots
1.2. Acceptance of this purchase order shall affect a contract between the parties under which the rights and obligations of the parties shall be governed solely by the terms and conditions of this purchase order, including the general conditions, and agreed attachments, if any (hereinafter collectively referred to as “this contract”). No additional or inconsistent provisions by the Vendor shall bind the UNFPA unless agreed to in writing by a duly authorized official of the UNFPA.
2. Payment
2.1. In the case of goods to be delivered to the United Nations Population Fund (hereinafter referred to as the UNFPA) in New York, the UNFPA shall make payment within 30 days of receipt of (a) the goods and (b) the invoice and other documents specified in this Contract, whichever (a) or (b) is the later.
2.2. In the case of goods to be delivered elsewhere, the UNFPA shall, unless otherwise specified in this Contract, make payment within 30 days of receipt of (a) the Vendor’s invoice for the goods and (b) copies of the customary shipping documents and other documents specified in the Contract, whichever (a) or (b) is the later.
2.3. Unless otherwise authorized by the UNFPA, a separate invoice must be submitted in respect of each shipment under this Contract and such Invoice must bear the Purchase Order Number appearing on the top right hand corner of the face of this document.
2.4. The prices shown herein may not be increased except by express written agreement of the UNFPA. The UNFPA shall not pay any charges for late payments unless expressly agreed to in writing.
2.5. The UNFPA shall have a reasonable time after delivery of the goods to inspect them and to reject and refuse acceptance of goods not conforming to this Contract; payment for any goods pursuant to this Contract shall not be deemed an acceptance of the goods.
2.6. No advance payment shall be made.
3. Tax Exemption
3.1. 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 UNFPA to determine a mutually acceptable procedure.
3.2. Accordingly, the Vendor authorizes UNFPA to deduct from the Vendor's invoice any amount representing such taxes, duties or charges, unless the Vendor has consulted with UNFPA before the payment thereof and UNFPA has, in each instance, specifically authorized the Vendor to pay such taxes, duties or charges under protest. In that event, the Vendor shall provide UNFPA with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized.
4. Export licenses
4.1. If an export license or licenses are required for the goods, the Vendor shall obtain that license or licenses.
5. Risk of loss
5.1. 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.
6. Fitness of goods including their packaging
6.1. Vendor warrants that the goods, including their packaging, conform to specifications and are fit for the purpose for which such goods are ordinarily used and for purposes expressly made known to the Vendor by the UNFPA, and are free from defects in workmanship and materials. The Vendor also warrants that the goods are contained or packaged in a manner adequate to protect the goods.
7. Warranty clause
7.1. The Vendor warrants that the use or supply by UNFPA of the goods covered by in this Contract is not an infringement under current law of any patent, copyright, trade-name or trade-mark. In addition, the Vendor shall, pursuant to this warranty, indemnify, defend and hold harmless UNFPA and the United Nations from any action or claim brought against UNFPA or the United Nations pertaining to alleged infringement of a patent, design, trade-name or trade-mark arising from this Contract.
8. Rights of UNFPA
8.1. 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 licenses or to make delivery of all or part of the goods by the agreed delivery date or dates, the UNFPA 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:
a. Procure all or part of the goods from other sources, in which event the UNFPA may hold the Vendor responsible for any excess cost occasioned thereby. In exercising such rights the UNFPA shall mitigate its damages in good faith;
b. Refuse to accept delivery of all or part of the goods;
c. Terminate this Contract.
9. Assignment and Insolvency
9.1. The Vendor shall not, except after obtaining the written consent of the UNFPA, assign, transfer, pledge or make other disposition of this Contract, or any part hereof, or any of the Vendor’s rights or obligations under this Contract.
9.2. Should the Vendor become insolvent or should control of the Vendor change by virtue of insolvency, the UNFPA may, without prejudice to any other rights or remedies, terminate this Contract by giving the Vendor written notice of termination.
10. Officials Not To Benefit
10.1. The Vendor warrants that no official of UNFPA or the United Nations has received or shall 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.
11. Indemnification
11.1. The Vendor shall indemnify, hold and save harmless, and defend, at its own expense, UNFPA, 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, arising out of acts or omissions of the Vendor, or the Vendor's employees, officers, agents or sub-contractors, in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Vendor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract.
12. Notice of Delay
12.1. Shall the Vendor encounter delay in the performance of the contract which may be excusable under unavoidable circumstances; he shall notify UNFPA in writing about the causes of any such delays within two weeks from the beginning of the delay.
12.2. As soon as practical after receipt of the Vendor's notice of delay, UNFPA shall ascertain the facts and extent of delay, and extend time for performance when in its judgment the facts justify such an extension. UNFPA's findings thereon shall be final and conclusive subject only to the Vendor's right of appeal under the arbitration clause of the contract.
13. Liquidated Damages
13.1. In case the Vendor fails to perform under the terms and conditions of the Purchase Order or Long Term Agreement, including but not limited to failure of obtaining necessary export licenses or delivering all the goods by the date or dates of delivery, UNFPA shall, 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:
a. Procure all or part of the goods from other sources, and in that event UNFPA may hold the Vendor responsible for any excess cost occasioned thereby. In exercising such rights UNFPA shall mitigate its damages in good faith;
b. Refuse to accept delivery of all or parts of the services;
c. Terminate the Purchase Order or Long Term Agreement;
d. For late delivery of goods or for items which do not meet the agreed specifications and are therefore rejected by UNFPA, UNFPA can claim liquidated damages from the Vendor and deduct 0.5% of the value of the goods pursuant to the Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Vendor from any of its other obligations or liabilities pursuant to any current Long Term Agreement or Purchase Order.
14. Immunity
14.1. Nothing contained in this or any contract shall be deemed a waiver, expressed or implied, of any immunity from suit, judicial process, confiscation, taxation or other immunity which UNFPA may from time to time enjoy, whether pursuant to the Convention on Privileges and Immunities of the United Nations, or other conventions, laws, orders or decrees of international or national character, or otherwise.
15. Bankruptcy
15.1. If the Vendor commits any act of bankruptcy or goes into liquidation for other reasons than reconstruction purposes, or if its business is carried on by a receiver, then such a receiver, liquidator, or any other person in whom the contract may become vested shall forthwith give notice thereof in writing to UNFPA. Furthermore he shall for one month have the option to carry out the contract subject to his provision of the guarantees required by UNFPA, and without exceeding the value of the work which for the time being remains unexecuted. During this month the person in whom the contract may become vested shall take all reasonable steps to prevent stoppage of performance of the contract.
16. Conflict of Interest
16.1. Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or its partner, agent or servant, in relation to the obtaining or to the execution of this or any other contract with the Buyer shall, in addition to any criminal liability, which it may incur, subject the Vendor to cancel this and all other contracts and also to pay for any loss or damage resulting from any such cancellation. The Buyer shall then be entitled to deduct the amount so payable from any money otherwise due to the Vendor under this or any other contract payable under this clause shall be referred to arbitration.
17. Confidentiality
17.1. All documents, correspondences, decisions and orders concerning the contract shall be considered as confidential and restricted in nature by the Vendor and he/she shall not divulge or allow access to them by any unauthorized person.
18. Use of Name, Emblem or Official Seal of UNFPA or the United Nations
18.1. The Vendor shall not advertise or otherwise make public the fact that it is a Vendor with UNFPA, nor shall the Vendor, in any manner whatsoever use the name, emblem or official seal of UNFPA or the United Nations, or any abbreviation of the name of UNFPA or the United Nations in connection with its business or otherwise.
19. Confidential Nature of Documents and Information
19.1. 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 UNFPA, shall be treated as confidential and shall be delivered only to UNFPA authorized officials on completion of work under this Contract.
19.2. The Vendor may not communicate at any time to any other person, Government or authority external to UNFPA, any information known to it by reason of its association with UNFPA which has not been made public except with the authorization of UNFPA nor shall the Vendor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract.
20. Force Majeure; Other Changes in Conditions
20.1. 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 which are beyond the control of the Parties.
20.2. 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 UNFPA, 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 UNFPA of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with its performance of this Contract. The notice shall include steps proposed by the Vendor to be taken including any reasonable alternative means for performance that is not prevented by force majeure. On receipt of the notice required under this Article, UNFPA 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.
20.3. 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, UNFPA shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 15, "Termination", except that the period of notice shall be seven (7) days instead of thirty (30) days.
21. Termination
21.1. Either party may terminate this Contract for cause, in whole or in part, upon thirty days notice, in writing, to the other party. The initiation of arbitral proceedings in accordance with Article 16 "Settlement of Disputes" below shall not be deemed a termination of this Contract.
21.2. UNFPA reserves the right to terminate without cause this Contract at any time upon 15 days prior written notice to the Vendor, in which case UNFPA shall reimburse the Vendor for all reasonable costs incurred by the Vendor prior to receipt of the notice of termination.
21.3. In the event of any termination by UNFPA under this Article, no payment shall be due from UNFPA to the Vendor except for work and services satisfactorily performed in conformity with the express terms of this Contract. The Vendor shall take immediate steps to terminate the work and services in a prompt and orderly manner and to minimize losses and further expenditures.
21.4. Shall the Vendor be adjudged bankrupt, or be liquidated or become insolvent, or shall the Vendor make an assignment for the benefit of its creditors, or shall a Receiver be appointed on account of the insolvency of the Vendor, UNFPA may, without prejudice to any other right or remedy it may have, terminate this Contract forthwith. The Vendor shall immediately inform UNFPA of the occurrence of any of the above events.
22. Settlement of Disputes
22.1. Amicable Settlement
The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to 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.
22.2. Arbitration
Unless any such dispute, controversy or claim between the Parties arising out of or relating to this Contract or the breach, termination or invalidity thereof is 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, such dispute, controversy or claim shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including its provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. 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.
23. Privileges and Immunities
23.1. 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.
24. Child Labour
24.1. The Vendor represents and warrants that neither it, nor any of its suppliers is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work 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.
24.2. Any breach of this representation and warranty shall entitle UNFPA to terminate this Contract immediately upon notice to the Vendor, at no cost to UNFPA.
25. Mines
25.1. The Vendor represents and warrants that neither it nor any of its suppliers is actively and directly engaged in patent activities, development, assembly, production, trade or manufacture of mines or in such activities in respect of components primarily utilized in the manufacture of Mines. The term "Mines" means those devices defined in Article 2, Paragraphs 1, 4 and 5 of Protocol 11 annexed to the Convention on Prohibitions and Restrictions on the Use of Certain Conventional Weapons Which May Be Deemed to Be Excessively Injurious or to Have Indiscriminate Effects of 1980.
25.2. Any breach of this representation and warranty shall entitle UNFPA to terminate this Contract immediately upon notice to the Vendor, without any liability for termination charges or any other liability of any kind of UNFPA.
26. Environmental
26.1. The UNFPA expects its Vendors to have an effective environmental policy and to comply with existing legislation and regulations regarding the protection of the environment. Vendors should wherever possible support a precautionary approach to environmental matters, undertake initiatives to promote greater environmental responsibility and encourage the diffusion of environmentally friendly technologies implementing sound life-cycle practices.
27. Gifts and Hospitality
27. 1. The UNFPA has a “zero tolerance” policy and does not accept any type of gift or any offer of hospitality beyond that of a representational nature. The UNFPA shall not accept any recreational trips to sporting or cultural events, theme parks or offers of holidays, transportation, or invitations to extravagant lunches or dinners. The UNFPA expects its Vendors not to offer any benefit such as free goods or services or a work position or sales opportunity to a UNFPA staff member or a former UNFPA staff member in order to facilitate the suppliers business with the UNFPA.
28. Observance of the Law
28.1. The Vendor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract.
29. Authority to Modify
29.1. No modification or change in this Contract, no waiver of any of its provisions or any additional contractual relationship of any kind with the Vendor shall be valid and enforceable against UNFPA unless provided by an amendment to this Contract signed by the authorized official of UNFPA.
30. Ruling Language
30.1. This contract is made in English language and all correspondence between the parties concerned shall be made in English.
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