IAEA Procurement Notices
General Conditions of Contract
- Officials Not to Benefit
The Contractor warrants that no official of the IAEA has been or shall be admitted by it to any direct or indirect benefit arising from the Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of the Contract. - Legal Status
The Contractor shall be considered as possessing the legal status of an independent contractor vis-à-vis the IAEA and shall not be entitled to act as an agent of the IAEA. The Contractor shall be solely responsible for all claims arising from or relating to the Contractor´s engagement of its employees, consultants and contractors. - Source of Instructions
The Contractor shall neither seek nor accept instructions/restrictions from any authority external to the IAEA in connection with the performance of its services under the Contract. The Contractor shall refrain from any action which may adversely affect the IAEA and shall fulfil its commitments with the fullest regard for the interests of the IAEA. - Responsibilities of the Contractor
The Contractor shall perform the work under the Contract in accordance with applicable laws, norms, standards and regulations, including those of the IAEA. The Contractor shall be responsible for the professional and technical competence of its employees and will select for work under the Contract reliable individuals who will perform effectively in the implementation of the Contract. - Assignment
The Contractor shall not assign, transfer, pledge or make any other disposition of the Contract or of any part thereof or of any of its rights, claims, liabilities or obligations under the Contract without the prior written consent of the IAEA. Any such unauthorized assignment, transfer, pledge or other disposition shall not be binding on the IAEA. - Sub-Contracting
In the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written approval and clearance of the IAEA for all sub-contractors. The approval of the IAEA of a sub-contractor shall not relieve the Contractor of any of its obligations under the Contract. The terms of any sub-contract shall be subject to and in conformity with these general conditions of contract. - Indemnification
The Contractor shall not hold the IAEA and its officials, agents and employees liable for death or injury to persons or damage to property of third parties or of the Contractor and the Contractor shall indemnify, hold and save harmless and defend, at its own expense, the IAEA, 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 the acts or omissions of the Contractor or its employees or sub-contractors in the performance of the Contract. This provision shall extend to claims and liability in the nature of workmen's compensation, product liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property. - Insurance and Liability to Third Parties
The Contractor shall provide and thereafter maintain insurance against all risks in respect of the goods, its property and any equipment used for the execution of the Contract. The Contractor shall provide and thereafter maintain all appropriate workmen´s compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury or death in connection with the Contract. The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under the Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with the Contract. Except for the workmen´s compensation insurance, the insurance policies under the provision shall: (i) name the IAEA as additional insured; (ii) include a waiver of subrogation of the Contractor´s rights to the insurance carrier against the IAEA; and (iii) provide that the IAEA shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage. The Contractor shall, upon request, provide the IAEA with satisfactory evidence of the insurance required under this provision. Any amounts not insured, not recovered from the insurer or not claimed by the Contractor shall be borne by the Contractor. - Encumbrences/Liens
The Contractor shall not permit any lien, attachment or other encumbrance by any person to remain on file in any public office or on file with the IAEA against any moneys due or to become due for any work done or materials furnished under the Contract, or by reason of any other claim or demand against the Contractor. - Copyright, Patents and Other Proprietary Rights
All intellectual property rights, including without limitation all copyrights and patents, in and to any material produced and invention produced by the Contractor, its employees and sub-contractors in the performance of services pursuant to the provisions of the Contract shall exclusively be vested in the IAEA. At the IAEA´s request, the Contractor shall take all necessary measures and assist in securing such proprietary rights and transferring them to the IAEA in compliance with the requirements of applicable law. - Use of Name, Emblem or Official Seal of the IAEA
The Contractor shall not advertise or otherwise make public the fact that it is a Contractor with the IAEA. Also the Contractor shall, in no other manner whatsoever use the name, emblem or official seal of the IAEA or any abbreviation of the name of the IAEA in connection with its business or otherwise. - Confidential Nature of Documents and Information
All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data complied or received in connection with the Request for Proposal or the Contract shall be the property of the IAEA, shall be treated as confidential and shall be delivered only to IAEA authorized officials on completion of the bidding process or on completion of the work under Contract, if awarded. The Contractor shall not use any information acquired or developed in the course of the provision of services under the Contract for any purpose not authorized by the IAEA. No written material provided to the Contractor shall be copied without written authorization from the IAEA and all such material shall be returned to the IAEA after completion of the services. The Contractor shall not communicate to any person or government any information made available to it under the Contract which has not been made public, except in the course of the performance of its obligations pursuant to the Contract or by authorization of the Director General of the IAEA. The Contractor shall require compliance with the provision by it staff, employees and agents selected for work under the Contract. - Warranty
The Contractor shall provide the IAEA with all manufacturers´/industry warranties, including but not limited to a warranty for a period of twelve months as of the date of acceptance of the goods, including any software deliverable, or, if no claims for defects or non-conformities are made, the date falling 18 months after shipment, whichever date is earlier, that the goods are new and unused, sound, of good quality, free from defects in workmanship, material and design, are fit for the purposes ordinarily used and for any purposes expressly made known to the Contractor and conform with the requirements and specifications of the IAEA. If there are defects or non-conformities and it is not possible to restore the required operation of the goods or parts thereof, the Contractor shall, at the discretion of the IAEA, either provide an alternative solution and reduce the contract price accordingly or return the goods or parts thereof and reimburse any payments made by the IAEA under the Contract. Spare parts shall be kept available until at least five years after the delivery of the goods. - Delivery
The Contractor shall deliver the goods in accordance with terms specified in the Contract. Delivery terms shall correspond to the relevant INCOTERMS valid as of the date of the Contract. Risks of losses and damages during transportation shall be borne as set forth in the relevant INCOTERMS. Partial deliveries for goods requiring customs declarations must be agreed in advance with the IAEA. The Contractor shall be solely liable for all transport arrangements, including the payment of related costs and expenses. The Contractor shall package the goods appropriately for the modes of transport to be used (land, sea, air) in accordance with top industry standards and, where appropriate, the relevant international modal dangerous goods regulations, including, at a minimum, the Regulations for the Safe Transport of Radioactive Material, 2005 Edition, TS-R-1 and any revisions thereto. Necessary protective measures shall be taken by the Contractor to prevent damage from moisture, rain, rust, shock and corrosion according to the different characteristics and requirements of the goods in order to ensure that the goods remain safe and sound until arrival at their final destination. The Contractor shall be responsible for any damage or loss resulting from faulty or inadequate packing. - National Permits/Authorizations
The Contractor shall be responsible for obtaining all permits and licenses necessary for the export and transport of the goods and performance of the services under the Contract. The Contractor shall fully cooperate in the issue/obtaining of any import permits. - Acceptance
The IAEA shall have a reasonable time after delivery of the goods/services to inspect/test them and to reject and refuse acceptance of goods/services that do not conform to the IAEA requirements or specifications; the payment for goods/services shall not be deemed an acceptance of the goods/services. With respect to goods, the IAEA reserves the right to inspect the goods at the Contractor's facility, during manufacture, in the ports or places of shipment and the Contractor shall assist and provide all facilities for such inspections. Inspections prior to shipment shall not relieve the Contractor from any of its contractual obligations. - Default
In case of failure by the Contractor 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/services by the agreed delivery date or dates, the IAEA may, after giving the Contractor reasonable notice to perform and without prejudice to any other rights or remedies, exercise one or more of the following rights: (i) procure all or part of the goods/services from other sources, in which event the IAEA may hold the Contractor responsible for any additional costs beyond the balance of the Contract price resulting from any such procurement, including the costs of engaging in such procurement; (ii) refuse to accept delivery of all or part of the goods/services; (iii) terminate this Contract. The IAEA shall not be liable for any payments that may due in connection with goods/services that have been provided or expenses that have been incurred by the Contractor in the event of material defaults. - Force Majeure and Other Changes in Conditions
Force majeure shall mean acts of God, war (whether declared or not), invasion, revolution, insurrection or other acts of a similar nature of force. In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to the IAEA of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under the Contract. The Contractor shall also notify the IAEA of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with its performance of the Contract. On receipt of the notice required under the provision, the IAEA shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under the Contract. If the Contractor is rendered permanently unable, wholly, or in part, to perform its obligations and meet its responsibilities under the Contract, the IAEA shall have the right to terminate the Contract upon seven (7) days´ prior notice. - Termination
The IAEA may terminate the Contract without cause upon thirty (30) days´ written notice to the Contractor. Should the Contractor be adjudged bankrupt, or should the Contractor make a general assignment for the benefit of its creditors, or should a receiver be appointed on account of the Contractor´s insolvency, the IAEA may, without prejudice to any other right or remedy it may have under the terms of the Contract, terminate the Contract forthwith by giving the Contractor written notice of such termination. Where notice of termination is given, the Contractor shall, as from the date of receipt of such notice from the IAEA, as appropriate, take immediate steps to bring the work and services to a close in a prompt and orderly manner, shall reduce expenses to a minimum and shall not undertake any forward commitment. On termination, the IAEA shall only pay the Contractor for work satisfactorily performed prior to termination and in conformity with the express terms of the Contract. Any termination of this Contract shall be without prejudice to any other rights or remedies that a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities or the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. - Survival
The obligations set forth in clauses 7, 10, 11, 12 of these General Conditions of Contract shall not cease upon the expiration or termination of the Contract. - Settlement of Disputes
Any disputes arising out of or relating to interpretation or implementation of the Contract, which cannot otherwise be settled by the Parties, shall be referred by either Party to arbitration for settlement in accordance with the UNCITRAL Arbitration Rules as in force at the date the dispute is referred to arbitration. The number of arbitrators shall be one. The place of arbitration shall be Vienna, Austria. The language of the arbitration shall be English. The decisions of the arbitrator shall be final and binding on the Parties. - Privileges and Immunities
Nothing in the Contract shall be construed as a waiver of the privileges and immunities accorded to the IAEA by its Member States. - Tax Exemption
The Contractor shall not invoice or charge the IAEA for any taxes, fees or dues, unless required to do so by the relevant national authorities after consideration of the privileges and immunities accorded to the IAEA by its Member States. Any such requirement shall be in writing and submitted to the IAEA. If it is determined that any exempt taxes have been included in the price, the IAEA may deduct the exempt amount at the time of payment. Payment of such reduced amount shall constitute full payment by the IAEA. - Audit
Each invoice paid by the IAEA shall be subject to a post-payment audit by auditors, whether internal or external, of the IAEA or by other authorized or qualified agents of the IAEA at any time during the term of the Contract and for a period of three (3) years following the expiration or termination of the Contract. The IAEA shall be entitled to a refund from the Contractor for any amount shown by such audits to have been paid by the IAEA other than in accordance with the terms and conditions of the Contract. - Notices
Service of notice shall be in English and shall be valid if sent by registered mail, fax or e-mail to the address of the party concerned, set out in the Contract. - Amendments
The Contractor acknowledges that only a duly authorized Contracting Officer possesses the authority to agree on behalf of the IAEA to any modification or change in the Contract, to a waiver of any of its provisions or to any additional contractual obligation or relationship of any kind with the Contractor. Accordingly, no modification, change, waiver or additional contractual obligation or relationship shall be valid and enforceable against the IAEA unless provided by a valid written amendment to the Contract signed by the Contractor and a duly authorized IAEA Contracting Officer.
Rev.IIIQ08