Section VIII: General Conditions of Contract

SECTION VIII
GENERAL CONDITIONS OF CONTRACT
Section VIII. General Conditions of Contract
1. Definitions In this Contract, the following terms shall be interpreted as indicated:
1. The Contract means the agreement entered into between the
!rchaser and the S!pplier, as recorded in the Contract
"greement signed b# the parties, incl!ding all attachments and
appendices thereto and all doc!ments incorporated b# reference
therein.
$. The Contract rice means the price pa#able to the S!pplier
!nder the Contract for the f!ll and proper performance of its
contract!al obligations.
%. The Goods means all of the e&!ipment, machiner#, and'or other
materials which the S!pplier is re&!ired to s!ppl# and ser(ices
ancillar# to the s!ppl# of the Goods, s!ch as transportation and
ins!rance, and an# other incidental ser(ices, s!ch as
commissioning, pro(ision of technical assistance, training, and
other s!ch obligations of the S!pplier co(ered !nder the Contract.
). The !rchaser means the organi*ation p!rchasing the Goods, as
named in SCC.
+. ,Contractor, means the awarding contractor -independent or
consorti!m. that specified in SCC.
/. ,S!bcontractor, who is contracted with and responsible to a
general contractor for performance of part of a 0ob.
1. 2a# means calendar da#, incl!ding wee3ends and holida#s.
4. The effecti(e date of the contract means the date as specified in
SCC.
5. 678, CI9, CI... shall be interpreted as Incorterms as specified in
:idding doc!ments.
2. Application These General Conditions shall appl# to the e;tent that the# are not
s!perseded b# pro(isions of Contract "greement, <in!tes of Contract
negotiation, Special Conditions of Contract.
. Go!ernin"
Lan"#a"e
The Contract shall be written in the lang!age specified in Cla!se 1,
section I. "ll correspondence and other doc!ments pertaining to the
Contract which are e;changed b# the parties shall be written in the
same lang!age.
$. Applica%le La& The Contract shall be interpreted in accordance with the laws of
Vietnam and e;cept others specified in SCC.
'. (erfor)ance
Sec#rit*
1. The S!pplier shall f!rnish to the !rchaser the performance
sec!rit# as specified in SCC.
$. The proceeds of the performance sec!rit# shall be pa#able to the
!rchaser as compensation for an# loss res!lting from the
S!pplier=s fail!re to complete its obligations !nder the Contract.
%. The performance sec!rit# will be discharged b# the !rchaser and
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Section VIII: General Conditions of Contract
ret!rned to the S!pplier in period specified in SCC.
+. ,ode of
Contract
Contract form is specified in SCC.
-. S#%contracts 1. The S!pplier shall notif# the !rchaser in writing of all
s!bcontracts awarded !nder this Contract if not alread# specified in
the bid. S!ch notification, in the original bid or later, shall not
relie(e the S!pplier from an# liabilit# or obligation !nder the
Contract.
>eplace or add s!bcontractors o!t of list onl# be done when
agreement b# 6mplo#er.
$. Val!e of 0ob of s!bcontractors shall not be done more than
percentage of Contract price specified in SCC.
%. S!bcontracts m!st compl# with the pro(isions of :idding
doc!ments.
). ?ther re&!irements specified in SCC.
.. List of Goods
and ,anpo&er
/if an*0
@ist of Goods !nder contract specified in "nne; 1 is integral part of
contract, incl!de goods the :idder m!st s!ppl# and price of those.
A!antit# of Goods that the :idder m!st s!ppl# more or less than
&!antit# of Goods specified in list of Goods !nder contract -if an#. is
not change price contract.
<anpower -if an#. for Contract e;ec!tion m!st compl# with item % ,
Cla!se 1% specified in 1DS.
2. Contract (rices Contract prices charged b# the S!pplier for Goods deli(ered and
Ser(ices performed !nder the Contract shall not (ar# from the prices
&!oted b# the S!pplier in its bid. -Cla!se +B9orm 1%BSection 7 of
Contract..
13. Ta4 The re&!irements of ta; is specified in SCC
11. (rice
ad5#st)ent
"d0!st contract price to appl# for parts of 0ob that !sed !nit price.
Content, method, time and inp!t data to calc!late ad0!stment that
specified in SCC.
12. Ad!anced
(a*)ent
1. The method and conditions of ad(anced pa#ment to be made to the
S!pplier !nder this Contract shall be specified in SCC.
$. >epa#ment amorti*ation of ad(anced pa#ment specified in SCC.
1. (a*)ent The !rchaser pa#s for the S!pplier !nder content specified in SCC.
1$. C6an"e Orders 1. The !rchaser ma# at an# time, b# a written order gi(en to the
S!pplier ma3e changes within the general scope of the Contract in
an# one or more of the following:
-a.. 2rawings, designs, or specifications, where Goods to be
f!rnished !nder the Contract are to be specificall#
man!fact!red for the !rchaserC
-b.. "dd item of wor3, Goods or ser(ice o!t of scope specified in
contractC
-c.. The method of shipment or pac3ingC
-d.. The place of deli(er#C and'or
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-e.. Change of time for performance of contract
-f.. ?ther criteria specified in SCC.
$. The !rchaser and the S!pplier will bargain to basic for concl!sion
of an anne; for additional contract -if an#..
1'. Dela*s in t6e
S#pplier7s
(erfor)ance
1. The !rchaser and the S!pplier will bargain to e;tend performance
in !nder cases:
-a.. The !rchaser do not agree s!bcontractors o!t of list of
s!bcontractors specified in item 1 cla!se 1 witho!t correct reason.
-b.. The S!pplier meet problem that ca!se dela# in performance
contract.
-c.. ?ther case specified in SCC.
$. In case it is need to decrease the time re&!irement for performance
contract, The !rchaser sho!ld bargain to the S!pplier abo!t relation
contents.
1+. Li8#idated
Da)a"es
S!b0ect to GCC Cla!se 14, if the S!pplier fails to deli(er an# or all of
the Goods or to perform the Ser(ices within the period-s. specified in
the Contract, the !rchaser shall, witho!t pre0!dice to its other
remedies !nder the Contract, ded!ct from the Contract rice, as
li&!idated damages, a s!m e&!i(alent to the percentage specified in
SCC of the deli(ered price of the dela#ed Goods or !nperformed
Ser(ices for each wee3 or part thereof of dela# !ntil act!al deli(er# or
performance, !p to a ma;im!m ded!ction of the percentage specified
in SCC. ?nce the ma;im!m is reached, the !rchaser ma# consider
termination of the Contract p!rs!ant to GCC Cla!se 11.
1-. Ter)ination for
Defa#lt
1. The !rchaser, witho!t pre0!dice to an# other remed# for breach of
Contract, b# written notice of defa!lt sent to the S!pplier, ma#
terminate this Contract in whole or in part if:
a. The S!pplier fails to deli(er an# or all of the Goods within the
period-s. specified in the Contract or within an# e;tension thereof
granted b# the !rchaserC
b. The S!pplier falls into ban3r!ptc# or in the process of
dissol!tion.
c. ?ther action specified in SCC.
$. In the e(ent the !rchaser terminates the Contract in whole or in
part, p!rs!ant to item 1-a. of this cla!se, the !rchaser ma#
proc!re, !pon s!ch terms and in s!ch manner as it deems
appropriate, Goods or Ser(ices similar to those !ndeli(ered, and the
S!pplier shall be liable to the !rchaser for an# e;cess costs for
s!ch similar Goods or Ser(ices. Dowe(er, the S!pplier shall
contin!e performance of the Contract to the e;tent not terminated.
%. In the e(ent the !rchaser terminates the Contract in whole or in
part, p!rs!ant to item 1-b. of this cla!se, the !rchaser do not pa#
an# compensation cost. That termination does not lose the right of
the !rchaser specified in @aw and Contract.
1.. Force ,a5e#re 1. 9or p!rposes of this cla!se, 9orce <a0e!re means an e(ent
be#ond the control of the S!pplier and not in(ol(ing the S!pplier=s
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Section VIII: General Conditions of Contract
fa!lt or negligence and not foreseeable. S!ch e(ents ma# incl!de,
b!t are not restricted to, acts of the !rchaser in its so(ereign
capacit#, wars or re(ol!tions, fires, floods, epidemics, &!arantine
restrictions, and freight embargoes.
$. If a 9orce <a0e!re sit!ation arises, the affected part# shall
promptl# notif# the other part# in writing of s!ch condition and the
ca!se thereof. Then, the affected part# sends to the other part#, the
appro(al report iss!ed b# the competiti(e a!thorit# or the chamber
of commerce of the co!ntr#, where occ!rred the e(ent of a 9orce
<a0e!re.
Enless otherwise directed b# the !rchaser in writing, the S!pplier
shall contin!e to perform its obligations !nder the Contract as far as
is reasonabl# practical, and shall see3 all reasonable alternati(e
means for performance not pre(ented b# the 9orce <a0e!re e(ent.
In this case, the !rchaser shall consider reimb!rsement for
contractor for the necessar# and reasonable fees that he has to bear
%. " part# does not complete its tas3 owing to a 9orce <a0e!re e(ent
will not ha(e to pa# for damages, penalties or s!ffer from contract
termination.
8here disp!tes arise between the parties d!e to a 9orce <a0e!re
e(ent occ!rrence or e;tension, the disp!te shall be settled as
prescribed in Cla!se $5 of this Section.
12. 9se of Contract
Doc#)ents and
Infor)ation
1. The S!pplier shall not, witho!t the !rchaser=s prior written
consent, disclose the Contract, or an# pro(ision thereof, or an#
specification, plan, drawing, pattern, sample, or information
f!rnished b# or on behalf of the !rchaser in connection
therewith, to an# person other than a person emplo#ed b# the
S!pplier in the performance of the Contract. 2isclos!re to an#
s!ch emplo#ed person shall be made in confidence and shall
e;tend onl# so far as ma# be necessar# for p!rposes of s!ch
performance.
$. The S!pplier shall not, witho!t the !rchaser=s prior written
consent, ma3e !se of an# doc!ment or information en!merated in
item 1 of this cla!se e;cept for p!rposes of performing the
Contract.
%. "n# doc!ment, other than the Contract itself, en!merated in item
1 of this cla!se shall remain the propert# of the !rchaser and
shall be ret!rned -all copies. to the !rchaser on completion of the
S!pplier=s performance !nder the Contract if so re&!ired b# the
!rchaser.
23. Co#ntr* of
Ori"in
"ll Goods and Ser(ices s!pplied !nder the Contract shall ha(e their
transparent and legal origin, conform to the :idding doc!ments.
21. Standards The Goods s!pplied !nder this Contract shall conform to the standards
mentioned in SCC.
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Section VIII: General Conditions of Contract
22. (atent Ri"6ts The S!pplier shall indemnif# the !rchaser against all thirdBpart#
claims of infringement of patent, trademar3, or ind!strial design rights
arising from !se of the Goods or an# part thereof in the !rchaser=s
co!ntr#.
2. Inspections and
Tests
1. The !rchaser or its representati(e shall ha(e the right to inspect
and'or to test the Goods to confirm their conformit# to the
Contract specifications. The special conditions of Contract shall
specif# what inspections and tests the !rchaser re&!ires and
where the# are to be cond!cted.
$. Sho!ld an# inspected or tested Goods fail to conform to the
Specifications, the !rchaser ma# re0ect the Goods, and the
S!pplier shall either replace the re0ected Goods or ma3e
alterations necessar# to meet specification re&!irements free of
cost to the !rchaser. If the s!pplier fails to replace the re0ected
Goods or ma3e alterations, the !rchaser ma# proceed to replace
at the s!pplier=s ris3 and e;pense.
%. "pplication of s!bBcla!se 4.1 and 4.$ shall not in an# wa#s
release the S!pplier from an# warrant# or other obligations !nder
this Contract.
2$. (ac:in" The S!pplier shall pro(ide s!ch pac3ing of the Goods as is re&!ired to
pre(ent their damage or deterioration d!ring transit to their final
destination, as indicated in the SCC. The pac3ing shall be s!fficient to
withstand, witho!t limitation, ro!gh handling d!ring transit and
e;pos!re to e;treme temperat!res, salt and precipitation d!ring transit,
and open storage. ac3ing case si*e and weights shall ta3e into
consideration, where appropriate, the remoteness of the Goods= final
destination and the absence of hea(# handling facilities at all points in
transit.
2'. Deli!er* and
Doc#)ents
2eli(er# of the Goods shall be made b# the S!pplier in accordance
with the terms specified in the Sched!le of >e&!irements. The details
of shipping and'or other doc!ments to be f!rnished b# the S!pplier are
specified in SCC.
2+. Ins#rance The Goods s!pplied !nder the Contract shall be f!ll# ins!red in a
freel# con(ertible c!rrenc# against loss or damage incidental to
man!fact!re or ac&!isition, transportation, storage, and deli(er# in the
manner specified in the SCC.
2-. Transportation Transport re&!irements of the Goods and other re&!irements are
specified in SCC.
2.. ;arrant* 1. The S!pplier warrants that the Goods s!pplied !nder the Contract
are new, !n!sed, of the most recent or c!rrent models, and that
the# incorporate all recent impro(ements in design and materials
!nless pro(ided otherwise in SCC. The S!pplier f!rther warrants
that all Goods. S!pplied !nder this Contract shall ha(e no defect,
arising from design, materials, or wor3manship -e;cept when the
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Section VIII: General Conditions of Contract
design and'or material is re&!ired b# the !rchaser=s
specifications. or from an# act or omission of the S!pplier, that
ma# de(elop !nder normal !se of the s!pplied Goods in the
conditions pre(ailing in the co!ntr# of final destination.
$. 8arrant# re&!irements of the Goods are specified in SCC.
22. Resol#tion of
Disp#tes
1. The !rchaser and the S!pplier shall ma3e e(er# effort to resol(e
amicabl# b# direct informal negotiation an# disagreement or
disp!te arising between them !nder or in connection with the
Contract.
$. If, in the period specified in SCC< the !rchaser and the S!pplier
ha(e been !nable to resol(e amicabl# a Contract disp!te, either
part# ma# re&!ire that the disp!te be referred for resol!tion to the
formal mechanisms specified in SCC.
3. Notices 1. "n# notice gi(en b# one part# to the other p!rs!ant to this Contract
shall be sent to the other part# in writing or b# cable, tele;, or
facsimile and confirmed in writing to the other part#=s address
specified in SCC.
$. " notice shall be effecti(e when deli(ered or on the notice=s
effecti(e date, whiche(er is later.
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