Contract No. 2017xxxx between the International Atomic Energy Agency and [the Contractor s name] and Philippine Nuclear Research Institute (PNRI) concerning Full automation of existing conveyor system of multipurpose gamma irradiation facility in Quezon City, Philippines
Table of Contents Article 1 Definitions...4 Article 2 Scope...5 Article 3 Responsibilities of the Contractor...6 Article 4 Responsibilities of the End-User...7 Article 5 Responsibilities of the IAEA...8 Article 6 Delivery of the Equipment...8 Article 7 Transport Regulations, Packing and Marking...9 Article 8 End-User's Site Conditions for Installation...10 Article 9 Title and Risk to the Equipment...11 Article 10 Installation and Training...11 Article 11 Technical Documentation...11 Article 12 Acceptance...12 Article 13 Warranty...13 Article 14 Contract Price...14 Article 15 Payment...15 Article 16 Use of Information...16 Article 17 Points of Contact...17 Article 18 Contract Documents...19 Article 19 Supply of Additional Material...19 Article 20 Settlement of Disputes...20 Article 21 Entry into Force and Duration...20 page 2 of 17
This Contract is entered into between the International Atomic Energy Agency (hereinafter referred to as the "IAEA"), an intergovernmental organization established by its Statute, whose address is Vienna International Centre, P.O. Box 100, 1400 Vienna, Austria;... hereinafter referred to as the "Contractor"), whose address is.... and the Philippine Nuclear Research Institute (PNRI); (hereinafter referred to as the "End-User"), whose address is Commonwealth Avenue, Diliman, P.O. Box 213, Quezon City, 1101, Philippines. Hereinafter, the IAEA, the Contractor and the End-User are also referred to individually as a "Party" and collectively as the "Parties". WHEREAS Philippines and the United Nations Development Programme are parties to the Standard Basic Assistance Agreement, dated 1977-07-21, which sets out the terms and conditions for the provision of technical assistance by the United Nations Development Programme and its Executing Agencies to Philippines (hereinafter referred to as the "SBAA"); WHEREAS Philippines and the IAEA are parties to the Revised Supplementary Agreement dated 1980-03-03, pursuant to which the SBAA and other supplementary provisions are applied to the technical assistance provided by the IAEA to Philippines (hereinafter referred to as the "Revised Supplementary Agreement"); WHEREAS, on the basis of the Revised Supplementary Agreement and the SBAA, the IAEA desires to execute Technical Cooperation Project PHI1019 titled "Enhancing the Safety and Throughput of the Gamma Irradiation Facility Through Full Automation" (hereinafter referred to as the "Project"); WHEREAS Philippines has designated the End-User as the recipient of the technical assistance to be provided by the IAEA in connection with the Project; WHEREAS the End-User is ready, able and willing to take all necessary measures and make all necessary arrangements to facilitate the implementation of the Project in accordance with the Revised Supplementary Agreement and the SBAA; and WHEREAS the Contractor is ready, able and willing to provide the equipment and services required for the Project. NOW, THEREFORE, the Parties hereby agree as follows: page 3 of 17
Article 1 Definitions In this Contract, words and expressions shall have the same meanings as respectively assigned to them in this Article: "Annex A" means the IAEA General Conditions of Contract; "Annex B" means the statement of work ("SOW") or equipment specification document ("Specification"), which describes the requirements for the equipment and services to be performed under this Contract; "Annex C means the Contractor's Proposal [Ref...]; "Certificate of Acceptance means the document stating that the inspected equipment and/or rendered services meet the applicable requirements described in Annex B; "Equipment" means the equipment, materials, spare parts, tools, technical documentation and any other goods to be supplied by the Contractor and/or its sub-contractors for the performance of the work under the Contract; "End-User's Site" means the End User's location or premises, where the Equipment shall be delivered, installed, tested and commissioned; "Firm Fixed Price" means the price for which the Contractor is required to supply the Equipment, perform all the Services, and comply with all the contractual obligations as stated in this Contract. The Contractor shall absorb any additional costs or expenses required to provide the Equipment and complete the Services, at the agreed quality standards, described in the Annexes to this Contract, for which the price has been fixed; "IAEA's Freight Forwarder means the IAEA's freight forwarding agent, who provides global freight forwarding services to the IAEA, which may include collecting, clearing customs and delivering the goods to the final destination; "Services" means the provision of services related to the Equipment for purposes of the Project, including as the case may be but not limited to, all necessary arrangements, preparatory work, reviews, inspections, consultations, preparation and finalization of plans, designs, drawings, reports, technical specifications/requirements and documentation, transportation, installation and commissioning, training and any other services to be provided by the Contractor or its sub-contractors in order to fulfil the Contractor's obligations in accordance with this Contract; "Technical Documentation" means deliverable data items, such as manuals, schematics, preliminary drawings, installation drawings, technical reports and documentation, to be provided by the Contractor and listed as deliverables in Annex B to this Contract; "Work" means the Equipment and Services to be provided by the Contractor for the performance of the Contract. page 4 of 17
Article 2 Scope 1. The Contractor shall provide, manufacture, deliver and install the Equipment and provide training to the End User as further described in Annex B to this Contract. 2. The Equipment, including all related technical documentation, software (if any), materials, and Services, including "knowhow", to be provided by the Contractor under this Contract, shall constitute a complete and functioning facility. Article 3 Responsibilities of the Contractor 1. Further to the responsibilities set out in Article 3 ("Responsibilities of the Contractor") of Annex A ("IAEA General Conditions of Contract) to this Contract, the Contractor shall supply the Equipment, in accordance with the applicable international quality standards and provide the Services described in Annex B ("Statement of Work" ) and Annex C ("Contractor's Proposal") to this Contract. 2. The Contractor shall supply the Equipment and furnish the Services using its skills and judgement of the highest standard and shall cooperate with the IAEA, including IAEA consultants, in best furthering the interests of the IAEA within the scope of this Contract. The Contractor shall provide efficient business administration and supervision, and perform the Work in the most expeditious and economical manner consistent with the requirements set forth in this Contract. 3. The Contractor shall provide qualified English-speaking personnel as necessary to perform the Work under this Contract. The key persons shall be available for possible tasks related to the Work throughout the duration of the Contract period. Any replacement of the key personnel shall be notified to the IAEA at least four (4) weeks in advance and is subject to prior written approval of the IAEA. 4. In addition to the provisions of Article 3.1 ("Responsibilities of the Contractor") and Article 27.2 ("Export Licenses") of Annex A ("IAEA General Conditions of Contract) to this Contract, the Contractor shall obtain and maintain all permits and licenses necessary for the supply and delivery of the Equipment to the End-User. The Contractor shall timely provide the End User with all information and technical support that may be needed to obtain the import licenses, permits and/or authorizations in accordance with the regulations of the appropriate regulatory authorities. 5. The Contractor shall refrain from any action which may adversely affect the IAEA or the End-User and shall fulfil its commitments with the fullest regard for the interests of the IAEA and the End-User. 6. The Contractor shall provide the End-User a list of the equipment and tools to be used during installation and to be re-exported at the end of the Work, eight (8) weeks in advance of the expected importation date to allow the End-User to obtain the necessary import and export permits. Article 4 Responsibilities of the End-User 1. In addition to the explicit obligations provided elsewhere in this Contract, the End-User shall take every reasonable measure and make all necessary arrangements to ensure the page 5 of 17
efficient and proper execution of the Work under this Contract at no additional cost to the IAEA. 2. In particular, the End-User shall: (i) inform itself of the terms and conditions set out in the Revised Supplementary Agreement and the SBAA, and shall take all necessary measures and make all necessary arrangements to facilitate the implementation of the Work in accordance therewith; (ii) provide drawings of the End-User's Site taking into account the Contractor's requirements as communicated in writing to the End-User in accordance with Annex B (Statement of Work). The drawings shall include the location of pipes, penetrations, location of the End-User's equipment and all other relevant information necessary for the Contractor to verify the technical compliance of the drawings with Contractor's requirements; (iii) adapt the End-User's Site for the installation of the Equipment in accordance with the Technical Documentation; (iv) make all necessary arrangements, including notifications in writing to the Contractor, through the IAEA, thirty (30) days before the estimated date of the delivery of the Equipment as specified in Article 6 ("Delivery of the Equipment") below, for the inspection of the End-User's Site by the Contractor; (v) provide the items, utilities, personnel and facilities required by the Contractor in its installation guide for the installation and operation of the Equipment; (vi) in accordance with the applicable INCOTERMS, make all necessary arrangements and transport the Equipment from the port of entry in the country to the End-User's Site, including provision of adequate insurance for loss or damage of the Equipment from the date of its arrival into the End-User's country until the signature of the acceptance certificate pursuant to Article 6 ("Delivery of the Equipment") below; (vii) obtain the necessary licenses, permits, authorizations, certificates or other documentation required for import of the Equipment into the End User's country; (viii) assist in obtaining the necessary import permits for any Contractor's equipment and tools to be used during installation, as well as the necessary export permits for their re-export at the end of the Work, free of any taxes or custom duties. (ix) other than as explicitly required by the End-User under this Contract, obtain all permits and approvals necessary for the access of personnel of the Contractor and the IAEA to the End-User's Site and for the performance of the Work by the Contractor; and (x) 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 its obligations under this Contract. The End- User shall, upon request, provide the IAEA with satisfactory evidence of the insurance required under this Article. 3. The End-User shall bear all costs in connection with its commitments under this Contract. page 6 of 17
Article 5 Responsibilities of the IAEA 1. The IAEA shall pay the Contract Price in accordance with the provisions of this Contract. 2. The IAEA shall respond promptly to requests for information by the Contractor regarding the Equipment and/or Services. Article 6 Delivery of the Equipment 1. The Contractor shall deliver the Equipment in accordance with FCA INCOTERMS 2010. The Contractor shall use its best efforts to ship the Equipment by the estimated shipping date specified in Annex C ("Contractor's Proposal") to this Contract. The Contractor shall notify the IAEA and the End-User of the date of shipment and provide all packaging details. 2. Upon delivery of the Equipment to the point of entry into the country, the End User shall provide the tax exemption certificate and assist the IAEA Freight Forwarder in customs clearance in importing the Equipment into the End User's country. 3. The shipment of the Equipment shall be subject to written certification by the Contractor and the End-User at least thirty (30) days in advance attesting that the End-User's Site is in a satisfactory condition for the installation and commissioning of the Equipment (hereinafter referred to as the "Certificate of Readiness of the End-User's Site". The Certification of Readiness of the End-User's Site shall be signed by representatives of the Contractor and of the End-User. 4. The IAEA shall insure the Equipment to be delivered under this Contract during shipment until arrival at the End-User's Site, Quezon City, Philippines pursuant to Article 9 ("Title and Risk to the Equipment") of this Contract. 5. The End-User shall insure the Equipment delivered under this Contract in the Contractor's name from the date of its arrival at the End-User's country, until the signature of the acceptance certificate of the Equipment pursuant to Articles 9 ("Title and Risk to the Equipment") and 12 ("Acceptance") below. Article 7 Transport Regulations, Packing and Marking 1. Notwithstanding Article 27.3 ("Packing") of Annex A ("IAEA General Conditions of Contract") to the Contract, the Contractor shall pack the Equipment appropriately for the modes of transport to be used (air, sea and/or land) in accordance with the certificate of approval for package design and shipment issued by the relevant competent authorities. 2. 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 Equipment in order to ensure that the Equipment remains safe and sound until its arrival at the End-User's Site. page 7 of 17
3. The Contractor shall ensure that the Equipment is loaded, marked, labelled and transported (and where appropriate, placard the conveyance) in accordance with the relevant international modal dangerous goods regulations and, at a minimum, in accordance with the IAEA Regulations for the Safe Transport of Radioactive Material 2012 Edition, SSR-6 and any revision thereto. 4. The Contractor shall ensure that the consignment shall have all transport documents, an appropriate consignor's declaration, information for carriers and any notifications of competent authorities as required. The Contractor shall have in its possession a copy of each approval certificate and a copy of the instructions with regard to the proper closing of the package and other preparations for shipment before initiating any shipment. Without prejudice to the above, the Contractor shall ensure that each package is marked with the following information in English: case No.; gross/net weight (kg); the centre of gravity (only for goods over two (2) tonnes); the applicable UN marking; measurement, length x width x height x (mm) and shipping marks such as "handle with care", "right side up" and other appropriate international shipping marks. Article 8 End-User's Site Conditions for Installation 1. Notwithstanding provisions of Article 6 ("Delivery of Equipment") above, the Contractor shall ensure that the Equipment is shipped only if the End-User's Site is ready for installation. In the event deficiencies/impediments still exist at the End-User's Site, which hinder the shipment and installation of the Equipment: (a) The End-User shall make the alterations necessary for the End-User's Site to conform to the approved detailed drawings in the shortest time possible; (b) The End-User shall inform the Contractor once the necessary alterations have been completed; (c) The End-User shall bear all costs resulting from such discrepancies, their correction and any modification or additional work involved; and (d) The Contractor shall be entitled to change the schedule for the installation of the Equipment as deemed appropriate by the Contractor but, in no case, shall the change by the Contractor involve a time period which is greater than the time period of the delay attributable to the End-User. 2. In the event such deficiencies at the End-User's Site are the result of the implementation of the detailed drawings approved by the Contractor as described in Annex C ("Contractor's Proposal") to this Contract: (a) The Contractor shall make the corrections to the detailed drawings that are necessary to make the End-User's Site suitable for the proper installation and operation of the Equipment; (b) The End-User shall, at the expense of the Contractor, make the necessary alterations for the End-User's Site to conform to the corrected detailed drawings; (c) The End-User shall inform the Contractor once the necessary alterations have been completed; and page 8 of 17
(d) The Contractor shall bear all costs resulting from the deficiencies, their correction and any modification or additional work involved. Article 9 Title and Risk to the Equipment 1. Title and risk of loss or damage to the Equipment shall pass from the Contractor to the IAEA upon loading of the Equipment onto the means of transportation in [COUNTRY]. 2. Title and risk of loss or damage to the Equipment shall be transferred from the IAEA to the End-User upon the release of the Equipment from the customs office at the point of entry of the End User's country or to the representative of Government of Philippines duly authorized to claim the Equipment. Article 10 Installation and Training 1. The installation of the Equipment shall be carried out by the Contractor in accordance with the implementation schedule included in Annex C ("Contractor's Proposal") to this Contract. The Contractor and the End-User shall agree in advance on the number and qualifications of the necessary technical staff to be provided by the End-User in accordance with Article 4.2 (v) ("Responsibilities of the End-User") above. 2. The Contractor shall train employees of the End-User at the End-User's Site in accordance with the training programme described in Annexes B (Statement of Work) and C ("Contractor's Proposal") to this Contract. Article 11 Technical Documentation 1. Unless otherwise specified, the Contractor shall provide the Technical Documentation to the End-User in two (2) hard copies in English, as listed in Annex B (Statement of Work) to this Contract. 2. The Contractor guarantees that the Technical Documentation shall be clear, complete, correct and fit for its intended use. 3. The Technical Documentation shall be shipped together with the Equipment in accordance with Article 6 ("Delivery of Equipment") above. 4. The Contractor shall take appropriate measures and replace any Technical Documentation that does not comply with paragraph 1 of this Article. The Contractor shall provide any additional documents and/or replacements required within fifteen (15) days of the receipt of the End-User's written notice to this effect. The delivery of additional documents and/or replacements shall be made at the Contractor's expense. page 9 of 17
Article 12 Acceptance 1. Acceptance of the Equipment shall occur after the Equipment has been received, installed and fully tested at the End-User's Site. 2. The tests, procedures and acceptance criteria to be applied by the End-User for the on-site acceptance of the Equipment under this Contract shall be jointly developed by the Contractor and the End-User. 3. Acceptance of the Equipment shall be based on the successful outcome of the series of acceptance tests that signify that the Equipment conforms to the contractual and operational requirements as referred to in paragraph 2 of this Article. 4. Upon satisfactory completion of the acceptance tests and the provision of all data and documentation required under this Contract to the satisfaction of the IAEA, the Contractor and the End-User shall sign a Certificate of Acceptance of the Equipment recording the satisfactory completion of testing at the End-User's Site. Unless otherwise specified, a signed copy of the Certificate of Acceptance of the Equipment shall be sent to the IAEA within a week after the signature of the same to the address indicated in Article 17 ("Points of Contact") below. Article 13 Warranty 1. In addition to the provisions of Article 27.4 ("Product Warranty") of Annex A ("IAEA General Conditions of Contract") to this Contract, the Contractor shall provide the IAEA with all manufacturer's warranties, including but not limited to a warranty for a period of 12 months from the date of signing of the Certificate of Acceptance of the Equipment (hereinafter referred to as the "Warranty Period"), except as may be extended in accordance with paragraph 5 of this Article. 2. During the Warranty Period, the Contractor shall, at no charge to the IAEA and/or the End-User, remedy by repairing or replacing at the Contractor's option, any defect or non-compliant part found under normal operating conditions, whether due to faulty design, material or manufacture, impairing the functioning of the Equipment or parts thereof in order to restore the required operation of the Equipment or parts thereof. Any defective or non-compliant parts that are replaced shall become the property of the Contractor. If it is not possible to restore the required operation of the Equipment or parts thereof within one (1) month of the Contractor's receipt of the warranty claim without prejudice to paragraph 4 of this Article, the Contractor shall, at the discretion of the IAEA, either provide an alternative solution and reduce the Contract Price accordingly or return the Equipment or parts thereof and reimburse the IAEA for any payments made by the IAEA under this Contract. 3. Any claims made under this Article shall be notified to the Contractor in writing without unreasonable delay and in all cases, prior to the expiration of the Warranty Period, as may be extended. The claims shall contain the quantity and the name of the parts concerned and include relevant supporting documents. page 10 of 17
4. The Contractor warrants that it will make every reasonable effort to resolve any defect or non-compliant part in a timely manner and that any warranty claim requiring the Contractor's presence at the End-User's Site will be addressed at the End-User's Site within one (1) month of the Contractor's receipt of the warranty claim. 5. The Warranty Period shall be extended to cover any accumulated period during which the Equipment or parts thereof were not operating due to the defect or non-compliance of the Equipment or parts thereof. 6. The warranty shall not apply to natural wear and tear or damage due to negligent storage, maintenance, installation, operation or handling of the Equipment or the use of the Equipment by the End-User contrary to recognized standards in the industry or contrary to the written instructions of the Contractor or to the explicit requirements under the Technical Documentation. 7. In cases where there is compelling evidence that a defect is attributable to the fault of the End-User, the Contractor shall have the right to inspect the End-User's Site to verify the defect and its cause. 8. The Contractor warrants the availability of spare parts for the Equipment after the expiration of the Warranty Period for a period of at least 15 years after signature of the Certificate of Acceptance of the Equipment. Article 14 Contract Price 1. The IAEA shall pay the Contractor, in consideration of the complete, timely and satisfactory delivery of the Equipment and Services by the Contractor, including the shipment of the FCA Manila, Philippines, Philippines, as per INCOTERMS 2010, a Firm Fixed Price of Euro... (hereinafter referred to as the Contract Price"). 2. The Contract Price shall be firm and fixed and shall not be subject to increase. The Contractor shall not provide any equipment or perform any services, which may result in any charges to the IAEA over and above the Contract Price, unless such charges have been explicitly authorized in writing by the IAEA prior to their incurrence as per Article 17 ("Amendments") of Annex A ("IAEA General Conditions of Contract") to this Contract. 3. In event that the End-User wishes to continue to contract maintenance services from the Contractor after expiration of the Warranty Period under this Contract, the Contractor guarantees that a firmed and fixed yearly price of Euro shall be valid and applicable for further 15 years and shall include all services as described in paragraph 10 of Article 13 ("Warranty") above. 4. The Contract Price shall not include any taxes, fees or duties, as referred to in Article 22 ("Tax Exemption") of Annex A ("IAEA General Conditions of Contract") to this Contract. 5. Notwithstanding anything to the contrary in this Contract, all taxes, customs and other duties due in connection with the performance of this Contract in the territory of the Contractor's country shall be borne by the Contractor. page 11 of 17
6. Notwithstanding anything to the contrary in this Contract, all taxes, customs and other duties due in connection with the performance of this Contract in the territory of the End User's country shall be borne by the End-User. Article 15 Payment 1. The Contract Price shall be paid in accordance with the following payment schedule and subject to the following conditions: i. First Payment:... Euro, representing [xx] % of the Contract Price, upon receipt of [INSERT milestone delivery] and acceptance of the IAEA and the End User]. ii. iii. Second Payment: Euro, representing [xx] % of the Contract Price, upon delivery of the Equipment to [the point of entry into the End User's country OR the IAEA freight forwarder] and receipt by the IAEA of copies of the shipping documents and the packing list. Third Payment:. Euro, representing [xx] % of the Contract Price, upon successful completion of installation and commissioning of the Equipment and receipt of Certificate of Acceptance of the Equipment signed by the Contractor and the End-User. 2. The IAEA shall make the payments to the Contractor on the basis of invoices submitted by the Contractor as indicated in this Article. All payments shall be made within thirty (30) days of the receipt and acceptance of the original invoice, provided that the Equipment and Services have been satisfactorily completed and have been accepted by the IAEA. The making of any payment hereunder by the IAEA shall not be construed as an unconditional acceptance by the IAEA of the Work performed by the Contractor up to the time of such payment. 3. The Contractor shall submit an invoice marked with this Contract number in respect of each agreed payment. Invoices can be submitted in paper format in one (1) original and one (1) copy, or electronically, from the Contractor's official email address in PDF format, duly signed by the Contractor and submitted to the IAEA's postal or electronic address specified in Article 17 ("Points of Contact") below. 4. All invoices shall indicate the amount that is due to be paid by the IAEA and shall indicate any applicable discounts for early payment. Each invoice shall be supported by appropriate documentation to substantiate the invoice. Each invoice shall contain detailed banking instructions, including the name and address of the Contractor's bank, account number, account holder's name and SWIFT and/or ABA codes for payment by electronic transfer. page 12 of 17
Article 16 Use of Information 1. In addition to the provisions of Article 7 ("Confidentiality") of Annex A ("IAEA General Conditions of Contract") to this Contract, neither the Contractor nor the End-User shall use any information acquired or developed in the course of the provision of services under this Contract for any purpose not authorized by the IAEA. No written material provided by the IAEA to the Contractor or the End-User shall be copied without written authorization from the IAEA and all such material shall be returned to the IAEA after completion of the services at the IAEA's request. Neither the Contractor nor the End-User shall communicate to any person or government any information made available to it by the IAEA under this Contract which has not been made public, except in the course of the performance of its obligations pursuant to this Contract or by authorization of the Director General of the IAEA. 2. The Contractor agrees not to disclose to third parties information, which is specifically designated in writing by the End-User as confidential, without written consent of the End-User. Such consent need not be obtained if it is established that the information: (a) was in the public domain at the time of disclosure; (b) was known to the Contractor prior to obtaining the same; (c) was obtained by the Contractor from a third party who did not receive the same directly or indirectly from the End-User under a confidentiality agreement with the End-User; or (d) is required to obtain needed authorization to perform this Contract. 3. The End-User agrees not to disclose to third parties any information which is specifically designated by the Contractor as confidential, without the written consent of the Contractor. Such consent need not be obtained if it is established that the information: (a) was in the public domain at the time of disclosure; (b) was known to the End-User prior to obtaining the same; (c) was obtained by the End-User from a third party who did not receive the same directly or indirectly from the Contractor under a confidentiality agreement with the Contractor; or (d) is required to obtain needed authorization to perform this Contract. 4. Without prejudice to paragraph 1 of this Article, all confidential material shall be returned to the disclosing Party upon termination or completion of this Contract in as far as this confidential material is not required by the recipient Party as part of its record keeping. Confidential materials which have not been returned must be kept in confidence. Article 17 Points of Contact 1. Official notices related to the Contract shall be in English and delivered by hand or sent by registered mail, fax or any standard recognized form of electronic communication (such as E-mail, certified electronic mail or any future standard commercial communication method) to the address of the recipient Party defined in the Contract. All communication relating to the execution of this Contract shall be made or confirmed in writing in English to: page 13 of 17
(a) For the IAEA: For Technical Matters: Mr. Sunil Sabharwal International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box 100 1400 Vienna, Austria Tel: +43 (1) 2600 21744 21743 Email: S.Sabharwal@iaea.org For Project Management Matters: Mr. Syahril Syahril International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box 100 1400 Vienna, Austria Tel: +43 (1) 2600 Email: S.Syahril@iaea.org For Contractual Matters: Ms. Adelheid Schrank International Atomic Energy Agency (IAEA) Vienna International Centre, P.O. Box 100 1400 Vienna, Austria Tel: +43 (1) 2600 22370 Email: A.Schrank@iaea.org For Invoices and related Enquiries: International Atomic Energy Agency (IAEA) MTBF General Accounts Payable Vienna International Centre, P.O. Box 100 1400 Vienna, Austria Email: AccountsPayable@iaea.org (b) For the Contractor:. Tel Email page 14 of 17
(c) For the End User: Ms. Luvimina Lanuza Philippine Nuclear Research Institute (PNRI) Irradiation Services Section P.O. Box 213 Commonwealth Avenue, Diliman, Quezon City, 1101, Philippines Tel +632 929 6011 243 Email: lglanuza@pnri.dost.gov.ph 2. Either Party may change its address above by giving notice in accordance with this Article. 3. Except as provided in paragraph 4 of this Article, any communication in connection with the Contract shall be given as follows: (i) if delivered in person, at the time of delivery; (ii) if by registered mail or courier, when received; (iii) if by fax, when received in legible form; or (iv) if by electronic communication, when retrievable by the IAEA in document form. A communication that is received or becomes retrievable on a non-working day, or after business hours at the seat of the IAEA, will be deemed to have been given on the next working day of the IAEA. Article 18 Contract Documents 1. The following Annexes shall form an integral part of this Contract: Annex A: IAEA General Conditions of Contract; Annex B: Statement of Work; and Annex C: Contractor's Proposal. 2. All terms and conditions of this Contract shall be interpreted as complementary to each other. Should any ambiguities, inconsistencies, conflicts or discrepancies arise, the following order of priority shall apply: this document; and the Annexes, noting that precedence is given according to the alphabetical order. 3. This document and the Annexes are collectively referred to herein as "the Contract" or "this Contract". Without prejudice to Article 17 ("Amendments") of Annex A ("IAEA General Conditions of Contract"), this Contract embodies the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior representations, proposals, agreements, and contracts, whether written or oral, by and between the Parties on this page 15 of 17
subject. No promises, understandings, obligations or agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as expressly set forth herein. 4. Any invoice, receipt or other document issued in connection with this Contract shall be consistent with the terms and conditions of this Contract and, in case of any inconsistency, the terms and conditions of this Contract shall prevail. Article 19 Supply of Additional Material Upon the written request of the IAEA and/or the End-User, the Contractor shall provide additional equipment and services for the Project. Such equipment and services shall be provided at most-favoured client prices and fees. The terms and conditions of this Contract shall be applied to the procurement of such equipment and services, unless explicitly agreed otherwise by the IAEA. Prices, fees and related expenses shall be borne by the requestor of the additional equipment or services. Article 20 Settlement of Disputes 1. Any disputes arising out of or relating to interpretation or implementation of this Contract involving only two of the Parties to this Contract, all three Parties agreeing that the third is not concerned, 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 agreed between the Parties; however if one of the Parties is the IAEA, then 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. 2. Any disputes arising out of or relating to interpretation or implementation of this Contract involving all three Parties to this 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. Article 21 Entry into Force and Duration 1. This Contract shall enter into force upon the date of the last signature by the duly authorized representatives of the Parties, and it shall remain in force until the Parties fulfil all their obligations hereunder unless terminated earlier pursuant to the terms of this Contract. 2. The Contract shall be issued and signed in three (3) originals (one original for each Party) in the English language. page 16 of 17
For the International Atomic Energy Agency: For : (Signature) (Signature) (Name and Title) (Name and Title) (Place and Date) (Place and Date) For Philippine Nuclear Research Institute (PNRI) (Signature) (Name and Title) (Place and Date) page 17 of 17