Government of Jamaica
Standard Contract for the Procurement of Goods
NOTE: All the Tender Documents, including any Specifications, and/or drawings are considered to be part of the Contract.
[CONTRACT NO: ] [NAME AND ADDRESS OF PROCURING ENTITY]
I. FORM OF CONTRACT
This CONTRACT (hereinafter called the “Contract”) is made the day of the month of ,
20 , between, on the one hand, The Government of Jamaica/[procuring entity] (hereinafter called the “Client”) and, on the other hand, (hereinafter called the “Contractor”)...
(a) the Client has requested the Contractor to provide certain goods as defined in the General Conditions of Contract attached to this Contract (hereinafter called the “goods”);
(b) the Contractor, having represented to the Client that they have the required personnel and technical resources, have agreed to provide the goods on the terms and conditions set forth in this Contract;
(c) The Client has committed funding for the cost of the goods and intends to apply these proceeds to eligible payments under this Contract, it being understood (i) that such payments will be subject in all respects to acceptability of the goods, as dictated by the Tender Documents; (ii) that such payments shall be subject in all respects to the terms and conditions of the agreement for payment as included herein; (iii) that no party other than the Client shall derive any rights from the agreement providing for payment to the Contractor.
NOW THEREFORE the parties hereto hereby agree as follows:
1. The following documents attached hereto shall be deemed to form an integral part of this Contract:
(a) The General Conditions of Contract;
(b) The Special Conditions of Contract;
(c) The following Appendices:
Appendix A: Description of the Goods/Technical Specifications
Appendix B: Notification of Award
Appendix C: Contractor’s Bid
[*Note: The procuring entity shall prepare each Appendix for attachment hereto, pursuant to the particular procurement. Additionally, the procuring entity shall include any Appendix applicable to the particular procurement that has not been included in the above listing ]
2. The mutual rights and obligations of the Client and the Contractor shall be as set forth in the Contract, in particular:
(a) The Contractor shall perform in accordance with the provisions of the Contract; and
(b) the Client shall make payments to the Contractor in accordance with the provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written.
FOR AND ON BEHALF OF
Government of Jamaica / [procuring entity]
Accounting Officer/Head of Procuring Entity
FOR AND ON BEHALF OF [CONTRACTOR]
By Authorized Representative
GENERAL CONDITIONS OF CONTRACT
1. GENERAL PROVISIONS
1.1 Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings:
(a) “Acceptance” means the Client’s written certification that the goods have been tested and verified as complete and in accordance with the Contract Specifications.
(b) “Applicable Law” means the laws and any other instruments having the force of law in Jamaica, as they may be issued and in force from time to time;
(c) “Contract” means the Contract signed by the Parties, to which these General Conditions of Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed Contract;
(d) “Contract Price” means the price to be paid for the goods, in accordance with tender documents, including any technical specifications;
(e) “Defects Liability Period” means a period of time, as stated in the SC, during which any defects in material or workmanship shall be made good at the expense of the Contractor;
(f) “Effective Date” means the date on which this Contract comes into force and effect pursuant to GC 2.1;
(g) “Foreign currency” means any currency other than local currency;
(h) “GC” means these General Conditions of Contract;
(i) “Government” means the Government of Jamaica;
(j) “Local currency” means Jamaican currency;
(k) “Party” means the Client or the Contractor, as the case maybe, and “Parties” means both of them;
(l) “Personnel” means persons hired by the Contractor as employees and assigned to the performance of the contract or any part thereof;
(m) “Project Site” means the site for delivery of the goods and any incidental services;
(n) “SC” means the Special Conditions of Contract by which the GC may be amended or supplemented;
(o) “Services” means any incidental services (including transportation, installation, after-sales service, etc.) to be performed pursuant to this Contract, as shown in
(p) “Third Party” means any person or entity other than the Government, the Client, or the Contractor.
1.2 Law Governing This Contract, its meaning and interpretation, and the relation between the
the Contract Parties shall be governed by the Applicable Law.
1.3 Language This Contract has been executed in the English language as specified in the
SC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.
1.4 Headings The headings shall not limit, alter or affect the meaning of this Contract.
1.5 Notices 1.5.1 Any notice, request, or consent required or permitted to be given or
made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SC.
1.5.2 Notice will be deemed to be effective as specified in the SC.
1.5.3 A party may change its address for notice hereunder by giving the other party notice of such change.
1.6 Authorized Any action required or permitted to be taken, and any document required or
Representatives permitted to be executed, under this Contract by the Client or the Contractor may be taken or executed by the officials specified in the SC.
1.7 Taxes and Duties Unless otherwise specified in the SC, the Contractor shall pay such taxes,
duties, fees, and other impositions as may be levied under the Applicable Law.
2. COMMENCEMENT, COMPLETION, MODIFICATION, AND TERMINATION OF CONTRACT
2.1 Contract Effectiveness This Contract shall come into force and effect on the date (the “Effective
Date”) of the Parties signing the Contract.
2.2 Commencement The Contractor shall begin carrying out the provisions of contract as specified
in the SC.
2.3 Expiration of ContractUnless terminated earlier pursuant to Clause GC 2.8 hereof, this Contract shall
terminate at the end of project duration, pursuant to the SC, or such other period as the parties may agree in writing.
2.4 Entire Agreement This Contract contains all covenants, stipulations and provisions agreed by the
Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation,
promise or agreement not set forth herein.
2.5 Modification The Client may at any time, by a written Order given to the Contractor
make changes within the general scope of the Contract for the goods to be supplied. Such changes shall not cause an increase or decrease in the contract price.
2.6 Force Majeure For the purposes of this Contract, “Force Majeure” means an event which is
beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies.
Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party’s agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected to both (A) take into account at the time of the conclusion of this Contract and (B) avoid or overcome in the carrying out of its obligations hereunder.
Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
2.6.1 No Breach of The failure of a Party to fulfill any of its obligations hereunder shall not be
Contract considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Contract.
2.6.2 Measures to be (a) A Party affected by an event of Force Majeure shall take all reasonable
Taken measures to remove such Party’s inability to fulfill its obligations hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, an in any event not later than fourteen
(14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
(c) The Parties shall take all reasonable measures to minimize the consequences of any event of Force Majeure.
2.6.3 Extension of Time Any period within which a Party shall, pursuant to this Contract, complete any
action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.
2.6.4 Consultation Not later than fourteen (14) days after the Contractor, as the result of an event
of Force Majeure, has become unable to perform a material portion of the contract, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
2.7 Suspension The Client may, by written notice of suspension to the Contractor, suspend all
payments to the Contractor hereunder if the Contractor fails to perform any of their obligations under this Contract, including the carrying out of the incidental services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Contractor to remedy such failure within a period not exceeding fourteen (14) days after receipt by the Contractor of such notice of suspension.
2.8 Termination The Client may, by not less than ten (10) days’ written notice of termination
to the Contractor (except in the event listed in paragraph (f) below, for which there shall be a written notice of twenty (20) days), such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause GC 2.9, terminate this Contract:
(a) if the Contractor fails to remedy a failure in the performance of their obligations hereunder, within ten (10) days of receipt of such notice or within such further period as the Client may have subsequently approved in writing;
(b) if the Contractor becomes insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary;
(c) if the Contractor fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GC 8 hereof;
(d) if the Contractor submits to the Client a statement which has a material effect on the rights, obligations or interests of the Client and which the Contractor knows to be false;
(e) if, as the result of Force Majeure, the Contractors are unable to perform a material portion of the contract for a period of not less than sixty (60) days; or
(f) if the Client, in its sole discretion and for any reason whatsoever, decides to terminate this Contract.
3. OBLIGATIONS OF THE CONTRACTOR
3.1. Standards The goods and services supplied under this Contract shall conform to the standards detailed in the Technical Specifications. The Contractor shall carry out their obligations hereunder with all due diligence, efficiency, and economy, in accordance with the contract documents, and shall observe sound environmental
practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods, as necessary. The Contractor shall always act, in respect of any matter relating to this Contract, safeguard the Client’s legitimate interests, pursuant to this Contract.
3.2 Diligence and Contractor is responsible for, and obligated to conduct all contracted activities
Due Care with due care and diligence, in accordance with the Contract and using state-of-the- art methods and exercising all reasonable means to achieve the performance specified in the Contract.
The Contractor is responsible for managing the activities of its personnel and will hold itself responsible for any misdemeanors.
The Contractor shall appoint an experienced Representative to manage its performance of the Contract throughout execution. The Representative shall be authorized to accept orders and notices on behalf of the Contractor, and to generate notices and commit the Contractor to specific courses of action within the scope of the Contract.
The Contractor shall complete delivery, repairs and/or replacements in accordance with Contract requirements.
3.3 Contractor and The Contractor agrees that, during the term of this Contract and after its termination, Affiliates not to be the Contractor and any entity affiliated with the Contractor, as well as any Otherwise Interested Subcontractor and any entity affiliated with such Subcontractor, shall be disqualified in Project from providing advice on or otherwise contribute to the development of the
Technical Specifications of the goods to be procured under this Contract.
3.4 Prohibition of The Contractor shall not engage, and shall cause their Personnel not to engage,
Conflicting Activities either directly or indirectly, in any of the following activities:
(a) during the term of this Contract, any business or professional activities which would conflict with the activities assigned to them under this Contract; and
(b) after the termination of this Contract, such other activities as may be specified in the SC.
3.5 Confidentiality and The Contractor shall not, without the Client’s prior written consent,
Property Rights disclose the Contract, or any provision thereof, or any specification or
information furnished by or on behalf of the Client in connection therewith, to any person other than a person employed by the Contractor in the performance of the Contract. Disclosure to any such employed person shall be made in confidence and shall extend only as far as necessary for purposes of such performance.
3.6 Liability The Contractor’s liability shall be as set forth in the SC.
3.7 Insurance The Contractor shall indemnify the Client against all actions, suits,
claims, demands, costs, charges and expenses arising in connection therewith on account of any injury, loss or damage resulting from negligence of the Contractor.
Without prejudices to its liability to indemnify the Client under the GC, the Contractor shall effect insurances, pursuant to the SC and at the Client’s request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums therefor have been paid.
4. CONTRACTOR PERFORMANCE
4.1 Assignment The Contractor shall not assign, in whole or in part, its obligations to perform under this Contract, except with the Client’s prior written consent (such consent not to be unreasonably withheld).
4.2 Packing The Contractor shall provide such packing of the goods as is required to prevent their damage or deterioration during shipment and/or other transport. The Contractor shall promptly repair or replace any goods that are damaged in transit due to inadequate packing or any other related causes.
4.3 Incidental Services The Contractor is required to provide any or all of the incidental services stated in the SC, and shall include the cost(s) of such in its tender price.
4.4 Delivery 4.4.1 The Contractor shall deliver the goods to the Client at the
project site on or before the expiration of the project duration as stated in the SC.
4.4.2 Time of delivery is the essence of this Contract.
4.4.3 If the Contractor fails to deliver all of the goods in accordance with the Contract on the delivery date, then, without prejudice to the Client’s rights for breach of Contract, the Client may terminate the Contract pursuant to the GC.
4.4.4 Where delivery of a quantity of the goods under this Contract is less than the agreed quantity and the Client has not exercised its rights of termination under the GC, the Client may either accept these goods and recover for the Contractor’s breach, or the Client may require the Contractor promptly to deliver sufficient goods to comply with the quantity required by the Contract. The Client may exercise these rights by written notice to the Contractor.
4.4.5 The Contractor shall rectify any and all defects immediately upon notification of such defects by the Client or its representative pursuant to the GC.
4.5 Inspection and The Client, or its representative, shall have the right to inspect and/or test
Acceptance the goods and/or services performed to confirm their conformity to the Contract Specifications and shall notify the Contractor of the identity of any representative retained for these purposes.
Should any inspected or tested goods and/or services fail to conform to the specifications, the Client may reject the goods and/or services and notify the
Contractor of such rejection in writing. The Contractor shall forthwith either replace the rejected goods and/or services or make alterations necessary to meet specification requirements free of cost to the Client.
At the Client’s discretion, inspection for acceptance shall also be performed on the replaced and/or altered goods and/or incidental services.
Nothing in this Clause shall in any way release the Contractor from any warranty or other obligations under this Contract.
4.6 Contractor Warranty The Contractor warrants that the goods supplied under the Contract are new and unused. The Contractor further warrants that all goods supplied under this
Contract shall have no defect arising from design, materials or workmanship or from any act or omission of the Contractor.
The Client shall promptly notify the Contractor in writing of any claims
arising under the Contractor’s warranty. Upon receipt of such notice, the Contractor shall forthwith repair or replace the defective goods or parts thereof without cost to the Client.
If the Contractor, having been notified, fails to forthwith remedy the defect(s), the Client may proceed to take such remedial action as may be necessary, at the Contractor’s risk and expense and without prejudice to any other rights that the Client may have against the Contractor under the Contract.
4.7 Manufacturer’s The Contractor shall ensure that the Manufacturer’s Warranty on goods
Warranty supplied under this Contract is available to the Client, if required by the SC and in accordance with the terms and conditions therein.
5. PAYMENTS GUARANTEES AND LIABILITIES
5.1 Contract Price The Contract Price is as stated in the SC, a breakdown of which is as set forth
in the Contractor’s Tender.
5.2 Currency of Payment The currency of payment shall be as specified in the SC.
5.3 Performance Security If required by the SC, a Performance Security, in the amount and form as
specified by the SC shall be furnished by the Contractor.
The proceeds of the performance security shall be payable to the Client as compensation for any loss resulting from the Contractor’s failure to complete its obligations under the Contract.
The performance security shall be valid until discharged by the Client and returned to the Contractor not later than thirty (30) days after the completion date.
5.4 Mode of Billing Xxxxxxxx and payments shall be made as follows:
(a) If specified in the SC, the Client shall cause to be paid to the Contractor an advance payment as specified in the SC, and as otherwise set forth below. The advance payment will be due after provision by the Contractor to the Client of a bank guarantee by a bank acceptable to the Client in an amount (or amounts) and in a currency (or currencies) specified in the SC, such bank guarantee (i) to remain effective until the advance payment has been fully set off as provided in the SC, and (ii) to be in the form set forth in Appendix hereto or in such other form as the Client shall have approved in writing.
(b) Thereafter all other payments shall be tied to Contractor performance and in accordance with any performance-based progress payments as specified in the SC.
(c) If required by the SC, a percentage of final payment shall be withheld, and become payable at the end of the defects liability period, as stated in the SC.
5.5 Contractor Payment With the exception of 5.4 (a), none of the above payments shall become due
Requests until the Client has received a request for payment from the Contractor.
Requests shall be in writing and accompanied by an invoice describing the goods delivered and/or the services performed and upon fulfillment of any other obligations stipulated in the Contract.
5.6 Interest Any outstanding payments due to the Contractor shall attract a rate of interest as shown in the SC.
5.7 Delays in Contractor If at any time during performance of the Contract, the Contractor
Performance should encounter conditions impeding timely delivery of the goods and services, the Contractor shall promptly notify the Client in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable, after receipt of the Contractor’s notice, the Client shall evaluate the situation and may, at its discretion, extend the Contractor’s time for performance, with or without liquidated damages, in which case the extension shall be ratified by the parties by amendment of the Contract.
5.8 Liquidated Damages Subject to Clause 5.7 of the GC, if the Contractor fails to deliver any or
all of the goods within the period(s) specified in the Contract, the Client shall without prejudice to its other remedies under the Contract, deduct from monies due to the Contractor liquidated damages in the amount as specified in the SC for each day of delay.
7. FAIRNESS AND GOOD FAITH
7.1. Good Faith The Parties undertake to act in good faith with respect to each other’s rights
under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract.
7.2 Operation of the Contract The Parties recognize that it is impractical in this Contract to provide for every
contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will use their best-efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but no failure to agree on any action pursuant to this Clause shall give rise to a dispute subject to arbitration in accordance with Clause GC 8 hereof.
8. SETTLEMENT OF DISPUTES
8.1 Amicable Settlement The Parties shall use their best efforts to settle amicably all disputes arising out
of or in connection with the Contract or its interpretation.
8.2 Dispute Settlement Any dispute between the Parties as to matters arising pursuant to this Contract
which cannot be settled amicably within fifteen (15) days after receipt by one Party of the other Party’s request for such amicable settlement may be submitted by either Party for settlement in accordance with the provisions specified in the SC.
SPECIAL CONDITIONS OF CONTRACT
[*Note: The procuring entity shall include or delete any of the following Special Condition of Contract as applicable or not applicable to the particular procurement. Additionally the procuring entity shall include any special conditions applicable to the particular procurement that have been excluded herein.]
Number of GC Clause
1.1 (d) During the defects liability period of [insert period of time] the Contractor shall repair and/or replace all defective goods supplied under this contract without cost to the Client and promptly upon such notification, which shall be in writing, by the Client.
1.1 (m) Incidental services required to be provided by the Contractor under this Contract are as follows: [insert incidental services required]
1.3 The language is English.
1.5.1 The addresses are:
For the Client:
For the Contractor:
1.5.2 Notice will be deemed to be effective as follows:
(a) in the case of personal delivery or registered mail, on delivery;
(b) in the case of telexes, ( ) hours following confirmed transmission;
(c) in the case of telegrams, ( ) hours following confirmed transmission; and
(d) in the case of facsimiles, ( ) hours following confirmed transmission.
1.6 The Authorized Representatives are:
For the Client:
For the Contractor:
1.7 [Insert any special tax and/or duty arrangements]
2.2 The Contract Commencement date shall be or such other time period as the parties may agree in writing.
2.3 The Contract Expiration date shall be or such other time period as the parties may agree in writing.
3.6. Except in cases of criminal negligence or willful misconduct, the aggregate liability of the
Contractor to the Client under this Contract shall not exceed the total Contract Price. This limitation of liability shall not affect the Contractor’s liability, if any, for damage to Third Parties caused by the Contractor or any person or firm acting on behalf of the Contractor in carrying out the obligations under the Contract.
3.7 The risks and the coverages shall be as follows:
(a) Without prejudices to its liability to indemnify the Client under the relevant Clauses in the GC, the Contractor shall effect insurances against all claims arising under Workmen’s Compensation Laws of Jamaica and shall effect insurances against claims by third parties under Public Liability risks (including third party fire risks) incurred during or by reason of the work and the operations of the Contractor.
(b) The Contractor shall produce the relevant policy or policies and premium receipts dated at least 24 hours previous to commencement of the project, when required by the Client, and should the Contractor make default in so doing, the Client may insure against any risk with respect to which
the default shall have been incurred and may deduct the premiums paid from any monies due or to become due to the Contractor.
(c) The Contractor shall fully insure all goods supplied under the Contract in an amount equal to one hundred percent (100%) of the value of the goods on an “All Risk” basis for the duration of the project.
4.4 The project duration is .
4.7 [If a manufacturer’s warranty is required, terms and conditions here]
5.1 The contract price is .
5.2 The current of payment to the Contractor is .
5.3 [If a performance security is required, usually for supply contracts where the Contractor is also required to do installation, insert the relevant terms and conditions here.]
5.4 (a) [If an advance payment is offered, then insert terms and conditions including form of guarantee here]
(b) [insert performance-based progress payment terms and conditions here]
5.4 The rate of interest is two percent (2%) per annum.
5.8 Subject to GC 5.6, liquidated damages shall be deducted in the amount of for each day of delay up to a maximum value of .
8.2 Disputes shall be settled by arbitration in accordance with the following provisions:
1. Selection of Arbitrators
Each dispute submitted by a Party to arbitration shall be heard by a sole arbitrator or an arbitration panel composed of three arbitrators, in accordance with the following provisions:
(a) Where the Parties agree that the dispute concerns a technical matter, they may agree to within fourteen (14) days appoint a sole arbitrator for the matter in dispute.
(b) Where the Parties do not agree that the dispute concerns a technical matter, the Client and the Contractor shall each appoint one arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the arbitrator within twenty (20) days after the latter of the two arbitrators named by the Parties has not been appointed, the third arbitrator shall, at the request of either Party, be appointed by the Chairman of the National Contracts Commission.
(c) If, in a dispute subject to Clause SC 8.2 1 (b), one Party fails to appoint its arbitrator within fourteen (14) days after the other Party has appointed its arbitrator, the Party which has named an arbitrator may apply to the Chairman of the National Contracts Commission to appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed pursuant to such application shall be the sole arbitrator for that dispute.
2. Rules of Procedure
Except as stated herein, arbitration proceedings shall be conducted in accordance with the rules or procedure for arbitration, pursuant to the Laws of Jamaica as in force on the date of this Contract.
3. Substitute Arbitrators
If for any reason an arbitrator is unable to perform his function, a substitute shall be appointed in the same manner as the original arbitrator.
In any arbitration proceeding hereunder:
(a) proceedings shall, unless otherwise agreed by the Parties, be held in Jamaica;
(b) the English language shall be the official language for all purposes; and
(c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third arbitrator if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction, and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.