B) GENERAL CONDITIONS OF SERVICE CONTRACTS
The Contractor agrees to the following
1. EFFECTIVE DATE OF CONTRACT
This contract shall come into effect at the time and on the date the contract is signed by the Parties hereto.
2. LIMITATION OF LIABILITY
(a) The contractor shall hold the Agency harmless from whatever action instituted against the Agency by any third party in connection with any matter arising from this contract.
(b) No person engaged in or performing work and/or duties under or in connection with this contract, shall for that reason be considered an employee or servant of UNRWA.
3. DELIVERY OR COMPLETION(a) All goods subject to this contract shall be delivered or shipped, as the case may be, at the contractor's risk, to the place or places and within the time limits specified in the contract, and where appropriate, unless otherwise stated in the contract, containers and packages shall be new, sound and of adequate strength and shall become the property of UNRWA.
(b) All services performed under this contract shall be completed in accordance with the terms set out in the contract.
4. INSPECTIONAccredited UNRWA representatives or nominees shall have the right to inspect at any time the services being performed and/or the goods being processed, serviced, or repaired at contractor's stores or warehouses, or elsewhere, including UNRWA installations in connection with this contract and the contractor shall give all facilities for such inspection.
5. REJECTION
UNRWA shall have the right to reject without payment all services rendered under this contract which are not of acceptable professional standard.
6. PAYMENTPayment shall be made within 15 days of satisfactory completion of contract, or of receipt of invoice in duplicate, whichever is later, unless otherwise specified overleaf.
7. DEFAULT
In the event the contractor shall fail to comply with any of the terms of the contract, or to provide the services specified in the contract at the required time, UNRWA shall have the right in accordance with the provisions of Article 13, to terminate or cancel the contract partially or in its entirely, and to obtain the services or any part thereof elsewhere. The contractor shall be liable by reason of default for any loss or damage sustained and additional costs incurred by UNRWA.
8. WAIVERNo waiver of any breach of the contract shall be held to be a waiver of any other breach. All remedies afforded in the contract shall be taken and construed as cumulative, i.e. in addition to every other remedy provided by law.
9. CANCELLATION(a) UNRWA shall have the right to cancel the contract or any of the provisions thereof at any time in accordance with the provisions of Article 13. The contractor may then charge UNRWA the reasonable cost of all necessary expenses incurred by him in fulfilment of this contract to the time of such cancellation which will be paid only upon production by the contractor of supporting documents to the satisfaction of UNRWA, provided they cannot be recovered otherwise.
(b) Should completion of the contract be prevented by prohibition of export or import, blockade, war armed conflict or civil disturbance, the contract may be cancelled in whole or in part at the sole discretion of UNRWA, and no liability whatsoever shall attach to UNRWA as a result thereof.
10. BANK GUARANTEEIf specifically so requested by UNRWA prior to the signature of this contract, the Contractor shall provide a banker's guarantee on a bank acceptable to UNRWA in the form, amount and manner prescribed by UNRWA.
11. DISPUTES
Any dispute arising out of the interpretation or application of the terms of the contract shall, unless settled by direct negotiations, be referred to an Arbitrator who shall be appointed jointly by the parties. Should the parties not agree within 30 days after request for arbitration by either party as to the choice of the Arbitrator. The appointment shall be made by the President of the Court of Arbitration of the International Chamber of Commerce upon request by either party. The decision of the Arbitrator shall be final and binding upon the parties. It is understood, however, that the provisions of this Article and the submission of UNRWA to an award of an Arbitrator do not constitute a waiver by UNRWA of its immunity from any form of legal process.
12. AMENDMENT
No amendment to the contract shall be valid unless confirmed in writing by both parties.
13. NOTICE AND OTHER FORMALITIES
(a) Service of any Notice referred to in the contract or arising there from shall be deemed to be valid if sent by registered mail, or by cable, or by hand against authorized signature on receipt, to the address of the party concerned as set forth in this contract.
(b) In the application of these general conditions, and especially the provisions of Articles 7, 9, 10, and 11, it is expressly agreed that UNRWA shall have the right to enforce these conditions without the necessity of resorting to service of summons, mise en demeure, notarial notice, and without any legal formalities or court proceedings of any kind whatsoever; it being further agreed that the Notice provided for in (a) above is adequate and sufficient notwithstanding nay provisions of municipal law to the contrary.
14. INFORMATIONThe Contractor shall not make known in any way to third parties the fact that he is a contractor to UNRWA, nor shall he disclose any information obtained from UNRWA in connection with this contract, except with the specific approval of UNRWA.
15. OFFICIALS NOT TO BENEFITThe Contractor warrants that no official of the UNRWA has received or will be offered by the Contractor any direct or indirect benefit arising from this contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of this contract.
16. CONTRACTOR'S REPRESENTATION & WARRANTY
The Contractor represents and warrants that neither it nor any of its suppliers is engaged in any transactions with, and/or the provision of resources and support to, individuals and organizations associated with, receiving any type of training for, or engaged in, any act or offence described in Article 2, Sections 1,3,4 and 5 of the International Convention for the Suppression of the Financing of Terrorism, adopted by the General Assembly of the United Nations in Resolution 54/109 of 9 December 1999. Any breach of this representation and warranty shall entitle UNRWA to terminate this contract immediately upon notice to the Contractor at no cost to UNRWA.
