• If the Purchaser determines that the Supplier has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices, in competing for or in executing the Contract, then the Purchaser may, after giving 14 days notice to the Supplier, terminate the Supplier's employment under the Contract and the provisions of Clause 34.1 shall apply. • Inco terms The meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by Inco terms, published by the International Chamber of Commerce at the date of the Invitation for Bids or as specified in the SCC. • Severability • If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract. • Governing Law • The Contract shall be governed by and interpreted in accordance with the laws of Nepal. • Settlement of Disputes • 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. • If the parties fail to resolve such a dispute or difference by mutual consultation within thirty (30) days from the commencement of such consultation, either party may require that the dispute be referred for resolution to the formal mechanisms specified in the SCC. • Supplier’s Responsibilities • The Supplier shall supply all the Goods and Related Services included in the Scope of Supply in accordance with the Delivery and Completion Schedule • Purchaser’s Responsibilities • Whenever the supply of Goods and Related Services requires that the Supplier obtain permits, approvals, and import and other licenses from public authorities in Nepal, the Purchaser shall, if so required by the Supplier, make its best effort to assist the Supplier in complying with such requirements in a timely and expeditious manner. • Terms of Payment • The Contract Price shall be paid in Nepalese Currency. • Payments shall be made promptly by the Purchaser, no later than thirty (30) days after submission of an invoice or request for payment by the Supplier, and the Purchaser has accepted it. • Taxes and Duties • For goods supplied, the Supplier shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted Goods to the Purchaser. • The successful bidder shall submit a performance bank guarantee equivalent to ten percent (10%) of the total contract amount (including inland transportation cost, if applicable) as Performance Security at the time of signing the Contract • Copyright • The copyright in all drawings, documents, and other materials containing data and information furnished to the Purchaser by the Supplier herein shall remain vested in the Supplier • Subcontracting • The Supplier shall notify the Purchaser in writing of all subcontracts awarded under the Contract if not already specified in the Bid. Subcontracting shall in no event relieve the Supplier from any of its obligations, duties, responsibilities, or liability under the Contract. • The goods supplied under the Contract shall be fully insured in a currency of Contract or in Ne • The Supplier shall arrange for Insurance, naming the Purchaser as beneficiarypalese Currency against any loss or damage • The Supplier shall at its own expense and at no cost to the Purchaser carry out all such tests and/or inspections of the Goods and Related Services as are specified in Sections V, Schedule of Requirements. • The Purchaser or its designated representative shall be entitled to attend the tests and/or inspections Liquidated Damages
• If the Supplier fails to deliver any or all of the Goods or
perform the Related Services within the period specified in the Contract, the Purchaser may under the Contract, deduct from the Contract Price, as liquidated damages, a sum equivalent to the percentage specified in the SCC of the Contract Price for each week or part thereof of delay until actual delivery or performance, up to a maximum deduction of the percentage specified in the SCC. • Once the maximum is reached, the Purchaser may terminate the Contract. • Unless otherwise specified in the SCC, the warranty shall remain valid for twelve (12) months after the Goods, or any portion thereof as the case may be, have been delivered to and accepted at the final destination • The Supplier shall, indemnify and hold harmless the Purchaser from and against any and all suits, actions or administrative proceedings, claims, which the Purchaser may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract Force Majeure • The Supplier shall not be liable for forfeiture of its Performance Security, liquidated damages, or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure. • Such events may include, but not be limited to, acts of the Purchaser in its sovereign capacity, wars or revolutions, fires, epidemics, quarantine restrictions, and freight embargoes Termination for Default (a) The Purchaser, may terminate the Contract in whole or in part: • (i) if the Supplier fails to deliver any or all of the Goods within the period specified in the Contract, or within any extension thereof granted by the Purchaser or • (ii) if the Supplier fails to perform any other obligation under the Contract. • Termination for Insolvency • The Purchaser may at any time terminate the Contract by giving Notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In such event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to the Purchaser. • Termination for Insolvency • The Purchaser may at any time terminate the Contract by giving Notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In such event, termination will be without compensation to the Supplier. Termination for Convenience
• The Purchaser, by written Notice sent to the Supplier,
may terminate the Contract, in whole or in part, at any time for its convenience. The Notice of termination shall specify that termination is for the Purchaser’s convenience, the extent to which performance of the Supplier under the Contract is terminated, and the date upon which such termination becomes effective. • The Goods that are complete and ready for shipment within seven (7) days after the Supplier’s receipt of the Notice of termination shall be accepted by the Purchaser at the Contract terms and prices. Specific conditions of contract • In the case of unresolved dispute between the Purchaser and the Supplier, the dispute shall be referred to arbitration in accordance with the laws prevailing in Nepal • Upon delivery of the Goods to the Purchaser, the Supplier shall submit the following documents to the Purchaser: • Certificate of origin; and • Supplier’s/Manufacturer Factory Test Report • 100% Payment of the Goods and Services shall be made through Irrevocable Letter of Credit (L/C) opened in favour of Supplier. • Extended Warranty Service • A separate L/C shall be opened for the amount of Extended warranty Service before the expiry of warranty period. The supplier shall submit pro-forma invoice and Performance Security amounting 10% of the cost of Extended Warranty Service. Payments shall be made in following manner: • Advance Payment: • Twenty Percent (20%) of the total Price of the Goods (Hardware and System Software) will be paid through Letter of Credit against submission of Advance Payment Guarantee for the equivalent amount by the Supplier • On Delivery Completion Certificate (DCC)Forty Percent (40%) of the price of the Goods shall be made through irrevocable L/C within thirty (30) days upon issuance of Delivery completion Certificate (DCC) • On Provisional Acceptance Certificate (PAC): Twenty percent (20%) payments of the goods shall be made through irrevocable letter of credit (L/C) within thirty (30) days from the date of issuance of Provisional Acceptance Certificate. • On Final Acceptance Certificate (FAC): Twenty percent (20%) payments of the goods shall be made through irrevocable letter of credit (L/C) within thirty (30) days from the date of issuance of Final Acceptance Certificate • Payment for 3 Years Extended Warranty Service • Payment for three years warranty service will be paid in twelve consecutive quarterly installments starting from the satisfactory completion of the warranty period of one year • The applicable rate of liquidated damages shall be 0.5 percent of the Contract Price per week.