IAEA Procurement Notices
General Conditions for Services
Legal Status
1. The Contractor shall have the legal status of an independent Contractor. The personnel of the Contractor and its sub-contractors shall not be considered in any respect as being agents or employees of the IAEA.
Payment
2. The IAEA shall, on fulfilment of the Delivery Terms, unless otherwise provided in this Purchase Order, make payment within 30 days of receipt of the Contractor's invoice for the services specified in this Purchase Order.
3. Payment against the invoice referred to above will reflect any discount shown under the payment terms of this Purchase Order, provided payment is made within the period required by such payment terms.
4. Unless authorized by the IAEA, the Contractor shall submit one invoice in respect of this Purchase Order, and such invoice must indicate the Purchase Order's identification number.
Tax Exemption
5. The Contractor's price shall reflect any tax exemption to which the IAEA is entitled by reason of the privileges that it enjoys. 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 corrected amount shall constitute full payment by the IAEA. In the event any taxing authority refuses to recognize exemption from such taxes, the Contractor and the IAEA shall mutually agree on a method of settling said exempt amount.
Additional Work
6. The Contractor shall not carry out any additional work, provide materials or perform any other service which may result in any charges to the IAEA over and above the Purchase Order price without the written authorisation of the IAEA.
Sources of Instruction
7. The Contractor shall neither seek nor accept instructions from any authority external to the IAEA in connection with the performance of its services under this Purchase Order. 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.
Responsibility for Employees
8. The Contractor shall be responsible for the professional and technical competence of its employees, and will select for work under this Purchase Order reliable individuals who will perform effectively in the implementation of this Purchase Order, respect the local customs, and conform to a high standard of moral and ethical conduct Where the services are being performed at the IAEA's premises, the IAEA's rules and regulations regarding discipline, methods of work, safety and security on the site must be observed.
Assignment
9. The Contractor shall not assign, transfer, pledge or make any other disposition of this Purchase Order or any part thereof, or of any of Contractor's rights, claims or obligations under this Purchase Order without the prior written consent of the IAEA.
Sub Contracting
10. In the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written authorization 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 this Purchase Order. The terms of any sub-contract shall be subject to and in conformity with the provisions of this Purchase Order.
Officials Not to Benefit
11. The Contractor warrants that no official of the IAEA has received or will be offered by the Contractor any direct or indirect benefit arising from this Purchase Order or the award thereof. The Contractor agrees that breach of this provision shall constitute a fundamental breach of this Purchase Order.
Indemnification
12. The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, the IAEA, its officials, agents and employees, from and against all suits, claims, demands and liability of any nature or kind, including costs and expenses, arising out of acts or omissions of the Contractor or the Contractor's employees, officers, agents or sub-contractors, in the performance of this Purchase Order. This clause shall extend to claims and/or liability in the nature of workmen's compensation claims, product liability and liability arising out of the use of patented inventions or devices. The obligations under this clause shall not lapse upon termination of this Purchase Order.
Insurance and Liability to Third Parties
13. The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property or any equipment owned or leased by the Contractor and used in the execution of this Purchase Order. The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, loss of or damage to property arising from or in connection with the provision of services under this Purchase Order or the operation of any vehicles, boats, air planes, or other equipment owned or leased by the Contractor. The Contractor shall, upon request, provide the IAEA with satisfactory evidence of the insurance required under this clause.
Encumberances/Liens
14. The Contractor 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 IAEA against moneys due or which may become due for any work done or materials furnished under this Purchase Order or by reason of any other claim or demand against the Contractor.
Title and Risk to the Equipment
15. Title to any equipment and supplies that may be furnished by the IAEA shall rest with the IAEA and any such equipment shall be returned to the IAEA at the conclusion of this Purchase Order or when no longer needed by the Contractor. Such equipment, when returned to the IAEA, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate the IAEA for equipment damaged or degraded beyond normal wear and tear.
Intellectual Property
16. The IAEA shall be entitled to all intellectual property and other proprietary rights including but not limited to patents, copyrights, and trademarks, with regard to products, or documents and other materials which bear a direct relation to or are produced in the course of the execution of this Purchase Order. At the IAEA's request, the Contractor shall take all necessary steps, execute all necessary documents, and generally assist in securing such proprietary rights and transferring them to the IAEA in compliance with the requirements of the applicable law.
Use of Name, Emblem or Official Seal of the IAEA
17. The Contractor shall not advertise or otherwise make public the fact that it is a Contractor with the IAEA. The Contractor shall not use the name, emblem or official seal of the IAEA for any purpose.
Confidential Nature of Documents
18. All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data compiled by or received by the contractor under this Purchase Order shall be the property of the IAEA, shall be treated as confidential and shall be delivered only to the IAEA authorized officials on completion of work under this Purchase Order. The Contractor may not communicate at any time to any other person, Government, or authority external to the IAEA, any information known to it by reason of its association with the IAEA which has not been made public, except with the authorisation of the IAEA; nor shall the Contractor at any time use such information to private advantage. These obligations do not lapse upon termination of the Purchase Order. If required by the IAEA the Contractor shall complete and sign a 'Confidentiality Undertaking for Non-Staff Members'.
Force Majeure
19. In the event of and as soon as possible after the occurrence of any cause constituting force majeure, if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Purchase Order and within not more than fifteen days, the Contractor shall give notice and full particulars in writing to the IAEA of such force majeure. The IAEA shall then have the right to terminate the Purchase Order by giving in writing seven days' notice of termination to the Contractor. Force majeure as used herein shall mean acts of God, law or regulations, industrial disturbances, acts of the public enemy, civil disturbances, explosions and any other similar cause or equivalent force not caused by nor within the control of either party and which neither party is able to overcome.
Termination
20. Either party may terminate this Purchase Order, in whole or in part, upon thirty (30) days notice in writing to the other party. In the event of any termination no payment shall be due from the IAEA to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this Purchase Order prior to the date of the notice of termination.
Settlement of Disputes
21. All disputes arising out of or relating to interpretation or implementation of this Purchase Order, 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. Decisions of the arbitrator shall be final and binding on the parties.
Privileges and Immunities
22. Nothing in this Purchase Order shall be construed as a waiver of any of the privileges and immunities accorded to the IAEA by its Member States.
Amendments
23. No changes to this Purchase Order shall be valid unless agreed between both parties in writing.
Notice
24. Service of any notice shall be in English or German and shall be deemed to be valid if sent by registered mail, fax or e-mail to the address of the party concerned, set out in this Purchase Order.
General Conditions - Services - Rev. Sep 2000