Section IV.

General Conditions of Contract

1. Definitions 1.1 In this Contract, the following terms shall be interpreted as indicated:

a. “The Contract” means the agreement entered into between the

Purchaser and the Supplier, as recorded in the Contract Form
signed by the parties, including all attachments and appendices
thereto and all documents incorporated by reference therein.
b. “Contract Documents” means the documents listed in the
Agreement, including amendments thereto. Subject to the order
of precedence set forth in the Agreement, all documents
forming the Contract (and all parts thereof) are intended to be
correlative, complementary and mutually explanatory.
c. “The Contract Price” means the price payable to the Supplier
under the Contract for the full and proper performance of its
contractual obligations.
d. “The Goods” means all of the equipment, machinery, and/or
other materials which the Supplier is required to supply to the
Purchaser under the Contract.
e. “The Services” means those services ancillary to the supply of
the Goods, such as transportation and insurance, and any other
incidental services, such as installation, commissioning,
provision of technical assistance, training, and other such
obligations of the Supplier covered under the Contract.
f. “Delivery means the transfer of the Goods from the Supplier to
the Purchaser in accordance with the terms and conditions set
firth in the contract.
g. “Completion” means the fulfillment of the related services by
the Supplier in accordance with the terms and conditions set
forth in the contract.
h. “Purchaser Country” is the country specified in the Special
Conditions of Contract (SCC).+
i. “GCC” means the General Conditions of Contract contained in
this section.
j. “SCC” means the Special Conditions of Contract.
k. “The Purchaser” means the organization purchasing the Goods,
as named in SCC.
l. “The Supplier” means the individual or firm supplying the
Goods and Services under this Contract and named in SCC.
m. “The Project Site,” where applicable, means the place or places
named in SCC.
n. “Day” means calendar day.
o. "The Governing Language" of the contract shall be
English/Nepali.

2. Application 2.1 These General Conditions shall apply to the extent that they are not
superseded by provisions of other parts of the Contract.

3. Country of 3.1 All Goods and Services supplied under the Contract shall have their
Origin origin in Nepal or in the countries and territories eligible under the
rules, as further elaborated in the SCC.

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 3.2 For purposes of this Clause, “origin” means the place where the Goods
were mined, grown, or produced, or from which the Services are
supplied. Goods are produced when, through manufacturing,
processing, or substantial and major assembly of components, a
commercially recognized new product results that is substantially
different in basic characteristics or in purpose or utility from its
components.

3.3 The origin of Goods and Services is distinct from the nationality of the
Supplier.

4. Standards 4.1 The Goods supplied under this Contract shall conform to the standards
mentioned in the Technical Specifications, and, when no applicable
standard is mentioned, to the authoritative standards appropriate to the
Goods’ country of origin. Such standards shall be the latest issued by
the concerned institution.

4.2 Wherever reference is made in the Technical Specifications to specific

standards and codes to be met by the goods and materials to be
furnished or tested, the provisions of the latest current edition or
revision of the relevant shall apply, unless otherwise expressly stated
in the Contract. Where such standards and codes are national or relate
to a particular country or region, other authoritative standards that
ensure substantial equivalence to the standards and codes specified
will be acceptable.

5. Use of Contract 5.1 The Supplier shall not, without the Purchaser’s prior written consent,
Documents and disclose the Contract, or any provision thereof, or any specification,
Information; plan, drawing, pattern, sample, or information furnished by or on
Inspection and behalf of the Purchaser in connection therewith, to any person other
Audit by the than a person employed by the Supplier in the performance of the
Donor Agency Contract. Disclosure to any such employed person shall be made in
confidence and shall extend only so far as may be necessary for
purposes of such performance.

5.2 The Supplier shall not, without the Purchaser’s prior written consent,
make use of any document or information enumerated in GCC Clause
5.1 except for purposes of performing the Contract.

5.3 Any document, other than the Contract itself, enumerated in GCC
Clause 5.1 shall remain the property of the Purchaser and shall be

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 returned (all copies) to the Purchaser on completion of the Supplier’s
performance under the Contract if so required by the Purchaser.

5.4 The Supplier shall permit the GoN/Donor Agency to inspect the
Supplier’s accounts and records relating to the performance of the
Supplier and to have them audited by auditors appointed by the
GoN/Donor Agency, if so required by the GoN/Donor Agency.

6. Patent Rights 6.1 The Supplier shall indemnify the Purchaser against all third-party
claims of infringement of patent, trademark, or industrial design rights
arising from use of the Goods or any part thereof in Nepal.

7. Performance 7.1 Within thirty (30) days of receipt of the notification of Contract
Security award, the successful Bidder shall furnish to the Purchaser the
performance security in the amount specified in SCC.

7.2 The proceeds of the performance security shall be payable to the

Purchaser as compensation for any loss resulting from the Supplier’s
failure to complete its obligations under the Contract.

7.3 The performance security shall be denominated in the currency of the

Contract, or in a freely convertible currency acceptable to the
Purchaser and shall be in one of the following forms:

a. a bank guarantee or an irrevocable letter of credit issued by a

reputable bank located in Nepal or abroad, acceptable to the
Purchaser, in the form provided in the Bidding documents or
another form acceptable to the Purchaser; or
b. a cashier’s or certified check recognized as good for payment.

7.4 The performance security will be discharged by the Purchaser and

returned to the Supplier not later than thirty eight (30) days following
the date of completion of the Supplier’s performance obligations under
the Contract, including any warranty obligations, unless otherwise
specified in SCC.

8. Inspections and 8.1 The Purchaser or its representative shall have the right to inspect
Tests and/or to test the Goods to confirm their conformity to the Contract
specifications at no extra cost to the Purchaser. SCC and the Technical
Specifications shall specify what inspections and tests the Purchaser
requires and where they are to be conducted. The Purchaser shall
notify the Supplier in writing, in a timely manner, of the identity of
any representatives retained for these purposes.

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 8.2 The inspections and tests may be conducted on the premises of the
Supplier or its subcontractor(s), at point of delivery, and/or at the
Goods’ final destination. If conducted on the premises of the Supplier
or its subcontractor(s), all reasonable facilities and assistance,
including access to drawings and production data, shall be furnished to
the inspectors at no charge to the Purchaser.

8.3 Should any inspected or tested Goods fail to conform to the

Specifications, the Purchaser may reject the Goods, and the Supplier
shall either replace the rejected Goods or make alterations necessary to
meet specification requirements free of cost to the Purchaser.

8.4 The Purchaser’s right to inspect, test and, where necessary, reject the
Goods after the Goods’ arrival in Nepal shall in no way be limited or
waived by reason of the Goods having previously been inspected,
tested, and passed by the Purchaser or its representative prior to the
Goods’ shipment from the country of origin.

8.5 Nothing in GCC Clause 8 shall in any way release the Supplier from
any warranty or other obligations under this Contract.

9. Packing 9.1 The Supplier shall provide such packing of the Goods as is required to
prevent their damage or deterioration during transit to their final
destination, as indicated in the Contract. The packing shall be
sufficient to withstand, without limitation, rough handling during
transit and exposure to extreme temperatures, salt and precipitation
during transit, and open storage. Packing case size and weights shall
take into consideration, where appropriate, the remoteness of the
Goods’ final destination and the absence of heavy handling facilities at
all points in transit.

9.2 The packing, marking, and documentation within and outside the
packages shall comply strictly with such special requirements as shall
be expressly provided for in the Contract, including additional
requirements, if any, specified in SCC, and in any subsequent
instructions ordered by the Purchaser.

10. Delivery and 10.1 Delivery of the Goods shall be made by the Supplier in accordance
Documents with the terms specified in the Schedule of Requirements. The details
of shipping and/or other documents to be furnished by the Supplier are
specified in SCC.

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 10.2 For purposes of the Contract, “EXW,” “FOB,” “CIF,” “CIP,” and
other trade terms used to describe the obligations of the parties shall
have the meanings assigned to them by the current edition of
Incoterms published by the International Chamber of Commerce,
Paris.

10.3 Documents to be submitted by the Supplier are specified in SCC.

11. Insurance 11.1 The Goods supplied under the Contract shall be fully insured in a
freely convertible currency against loss or damage incidental to
manufacture or acquisition, transportation, storage, and delivery in the
manner specified in the SCC.

11.2 Where delivery of the Goods is required by the Purchaser on a CIF or

CIP basis, the Supplier shall arrange and pay for cargo insurance,
naming the Purchaser as beneficiary. Where delivery is on a FOB or
FCA basis, insurance shall be the responsibility of the Purchaser.

12. Transportation 12.1 Where the Supplier is required under Contract to deliver the Goods
FOB, transport of the Goods, up to and including the point of putting
the Goods on board the vessel at the specified port of loading, shall be
arranged and paid for by the Supplier, and the cost thereof shall be
included in the Contract Price. Where the Supplier is required under
the Contract to deliver the Goods FCA, transport of the Goods and
delivery into the custody of the carrier at the place named by the
Purchaser or other agreed point shall be arranged and paid for by the
Supplier, and the cost thereof shall be included in the Contract Price.

12.2 Where the Supplier is required under Contract to deliver the Goods
CIF or CIP, transport of the Goods to the port of destination or such
other named place of destination in Nepal, as shall be specified in the
Contract, shall be arranged and paid for by the Supplier, and the cost
thereof shall be included in the Contract Price.

12.3 Where the Supplier is required under the Contract to transport the
Goods to a specified place of destination within Nepal, defined as the
Project Site, transport to such place of destination in Nepal, including
insurance and storage, as shall be specified in the Contract, shall be
arranged by the Supplier, and related costs shall be included in the
Contract Price.

12.4 Where the Supplier is required under Contract to deliver the Goods
CIF or CIP, no restriction shall be placed on the choice of carrier.
Where the Supplier is required under Contract (a) to deliver the Goods

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 FOB or FCA, and (b) to arrange on behalf and at the expense of the
Purchaser for international transportation on specified carriers or on
national flag carriers of Nepal, the Supplier may arrange for such
transportation on alternative carriers if the specified or national flag
carriers are not available to transport the Goods within the period(s)
specified in the Contract.

13. Incidental 13.1 The Supplier may be required to provide any or all of the following
Services services, including additional services, if any, specified in SCC:

a. performance or supervision of on-site assembly and/or start-up

of the supplied Goods;
b. furnishing of tools required for assembly and/or maintenance of
the supplied Goods;
c. furnishing of a detailed operations and maintenance manual for
each appropriate unit of the supplied Goods;
d. performance or supervision or maintenance and/or repair of the
supplied Goods, for a period of time agreed by the parties,
provided that this service shall not relieve the Supplier of any
warranty obligations under this Contract; and
e. training of the Purchaser’s personnel, at the Supplier’s plant
and/or on-site, in assembly, start-up, operation, maintenance,
and/or repair of the supplied Goods.

13.2 Prices charged by the Supplier for incidental services, if not included
in the Contract Price for the Goods, shall be agreed upon in advance
by the parties and shall not exceed the prevailing rates charged to
other parties by the Supplier for similar services.

14. Spare Parts 14.1 As specified in SCC, the Supplier may be required to provide any or
all of the following materials, notifications, and information pertaining
to spare parts manufactured or distributed by the Supplier:

a. such spare parts as the Purchaser may elect to purchase from the
Supplier, provided that this election shall not relieve the
Supplier of any warranty obligations under the Contract; and

b. in the event of termination of production of the spare parts:

(i) advance notification to the Purchaser of the pending
termination, in sufficient time to permit the Purchaser to
procure needed requirements; and

(ii) following such termination, furnishing at no cost to the

Purchaser, the blueprints, drawings, and specifications of
the spare parts, if requested.

15. Warranty 15.1 The Supplier warrants that the Goods supplied under the Contract are
new, unused, of the most recent or current models, and that they
incorporate all recent improvements in design and materials unless
provided otherwise in the Contract. The Supplier further warrants that
all Goods supplied under this Contract shall have no defect, arising

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 from design, materials, or workmanship (except when the design
and/or material is required by the Purchaser’s specifications) or from
any act or omission of the Supplier, that may develop under normal
use of the supplied Goods in the conditions prevailing in the country of
final destination.

15.2 This 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 indicated in the Contract, or for
eighteen (18) months after the date of shipment from the port or place
of loading in the source country, whichever period concludes earlier,
unless specified otherwise in SCC.

15.3 The Purchaser shall promptly notify the Supplier in writing of any
claims arising under this warranty.

15.4 Upon receipt of such notice, the Supplier shall, within the period
specified in SCC and with all reasonable speed, repair or replace the
defective Goods or parts thereof, without costs to the Purchaser other
than, where applicable, the cost of inland delivery of the repaired or
replaced Goods or parts from EXW or the port or place of entry to the
final destination.

15.5 If the Supplier, having been notified, fails to remedy the defect(s)
within the period specified in SCC, the Purchaser may proceed to take
such remedial action as may be necessary, at the Supplier’s risk and
expense and without prejudice to any other rights which the Purchaser
may have against the Supplier under the Contract.

16. Payment 16.1 The method and conditions of payment to be made to the Supplier
under this Contract shall be specified in SCC.

16.2 The Supplier’s request(s) for payment shall be made to the Purchaser
in writing, accompanied by an invoice describing, as appropriate, the
Goods delivered and Services performed, and by documents submitted
pursuant to GCC Clause 10, and upon fulfillment of other obligations
stipulated in the Contract.

16.3 Payments shall be made promptly by the Purchaser, but in no case later
than thirty (30) days after approval of the invoice by the Purchaser.

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 16.4 The currency or currencies in which payment is made to the Supplier
under this Contract shall be specified in SCC subject to the following
general principle: payment will be made in the currency or currencies
in which the payment has been requested in the Supplier’s Bid.

16.5 All payments shall be made in the currency or currencies specified in the
SCC pursuant to GCC 16.4.

17. Prices 17.1 Prices charged by the Supplier for Goods delivered and Services
performed under the Contract shall not vary from the prices quoted by
the Supplier in its Bid, with the exception of any price adjustments
authorised in SCC or in the Purchaser’s request for Bid validity
extension, as the case may be.

18. Change Orders 18.1 The Purchaser may at any time, by a written order given to the
Supplier pursuant to GCC Clause 32, make changes within the general
scope of the Contract in any one or more of the following:

a. drawings, designs, or specifications, where Goods to be

furnished under the Contract are to be specifically manufactured
for the Purchaser;
b. the method of shipment or packing;
c. the place of delivery; and/or
d. the Services to be provided by the Supplier.

18.2 If any such change causes an increase or decrease in the cost of, or the
time required for, the Supplier’s performance of any provisions under
the Contract, an equitable adjustment shall be made in the Contract
Price or delivery schedule, or both, and the Contract shall accordingly
be amended. Any claims by the Supplier for adjustment under this
clause must be asserted within twenty eight (28) days from the date of
the Supplier’s receipt of the Purchaser’s change order.

19. Contract 19.1 Subject to GCC Clause 18, no variation in or modification of the terms
Amendments of the Contract shall be made except by written amendment signed by
the parties.

20. Assignment 20.1 The Supplier shall not assign, in whole or in part, its obligations to
perform under this Contract, except with the Purchaser’s prior written
consent.

21. Subcontracts 21.1 The Supplier shall notify the Purchaser in writing of all subcontracts
awarded under this Contract if not already specified in the Bid. Such
notification, in the original Bid or later, shall not relieve the Supplier

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 from any liability or obligation under the Contract.

21.2 Subcontracts must comply with the provisions of GCC Clause 3.

22. Delays in the 22.1 Delivery of the Goods and performance of Services shall be made by
Supplier’s the Supplier in accordance with the time schedule prescribed by the
Performance Purchaser in the Schedule of Requirements.

22.2 If at any time during performance of the Contract, the Supplier or its
subcontractor(s) should encounter conditions impeding timely delivery
of the Goods and performance of Services, the Supplier shall promptly
notify the Purchaser in writing of the fact of the delay, its likely
duration and its cause(s). As soon as practicable after receipt of the
Supplier’s notice, the Purchaser shall evaluate the situation and may at
its discretion extend the Supplier’s time for performance, with or
without liquidated damages, in which case the extension shall be
ratified by the parties by amendment of Contract.

22.3 Except as provided under GCC Clause 25, a delay by the Supplier in
the performance of its delivery obligations shall render the Supplier
liable to the imposition of liquidated damages pursuant to GCC Clause
23, unless an extension of time is agreed upon pursuant to GCC Clause
22.2 without the application of liquidated damages.

23. Liquidated 23.1 Subject to GCC Clause 25, if the Supplier fails to deliver any or all of
Damages the Goods or to perform the Services within the period(s) specified in
the Contract, the Purchaser shall, without prejudice to its other
remedies under the Contract, deduct from the Contract Price, as
liquidated damages, a sum equivalent to the percentage specified in
SCC of the delivered price of the delayed Goods or unperformed
Services for each week or part thereof of delay until actual delivery or
performance, up to a maximum deduction of the percentage specified
in SCC. Once the maximum is reached, the Purchaser may consider
termination of the Contract pursuant to Clause 24.

24. Termination for 24.1 The Purchaser, without prejudice to any other remedy for breach of
Default Contract, by written notice of default sent to the Supplier, may
terminate this Contract in whole or in part:

a. if the Supplier fails to deliver any or all of the Goods within the
period(s) specified in the Contract, or within any extension
thereof granted by the Purchaser pursuant to Clause 22; or
b. if the Supplier fails to perform any other obligation(s) under the
Contract.
c. if the Supplier, in the judgment of the Purchaser, has engaged in

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 corrupt or fraudulent practices in competing for or in executing
the Contract.
For the purpose of this clause:

“corrupt practice” means the offering, giving, receiving, or

soliciting of any thing of value to influence the action of a
public official in the procurement process or in contract
execution.

“fraudulent practice” means a misrepresentation of facts in

order to influence a procurement process or the execution of a
contract to the detriment of the Purchaser, and includes
collusive practice among Bidders (prior to or after Bid
submission) designed to establish Bid prices at artificial non-
competitive levels and to deprive the Purchaser of the benefits
of free and open competition.

24.2 In the event the Purchaser terminates the Contract in whole or in part,
pursuant to Sub - Clause 24.1, the Purchaser may procure, upon such
terms and in such manner as it deems appropriate, Goods or Services
similar to those undelivered, and the Supplier shall be liable to the
Purchaser for any excess costs for such similar Goods or Services.
However, the Supplier shall continue performance of the Contract to
the extent not terminated.

25. Force Majeure 25.1 Notwithstanding the provisions of Clauses 22, 23, and 24, 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.

25.2 For purposes of this clause, “Force Majeure” means an event beyond
the control of the Supplier and not involving the Supplier’s fault or
negligence and not foreseeable. Such events may include, but are not
restricted to, acts of the Purchaser in its sovereign capacity, wars or
revolutions, fires, floods, epidemics, quarantine restrictions, and
freight embargoes.

25.3 If a Force Majeure situation arises, the Supplier shall promptly notify
the Purchaser in writing of such condition and the cause thereof.
Unless otherwise directed by the Purchaser in writing, the Supplier
shall continue to perform its obligations under the Contract as far as is
reasonably practical, and shall seek all reasonable alternative means
for performance not prevented by the Force Majeure event.

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26. Termination for 26.1 The Purchaser may at any time terminate the Contract by giving
Insolvency written notice to the Supplier if the Supplier becomes bankrupt or
otherwise insolvent. In this event, termination will be without
compensation to the Supplier, provided that such termination will not
prejudice or affect any right of action or remedy which has accrued or
will accrue thereafter to the Purchaser.

27. Termination for 27.1 The Purchaser, by written notice sent to the Supplier, may terminate
Convenience 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.

27.2 The Goods that are complete and ready for shipment within seven (7)
days after the Supplier’s receipt of notice of termination shall be
accepted by the Purchaser at the Contract terms and prices. For the
remaining Goods, the Purchaser may elect:

a. to have any portion completed and delivered at the Contract

terms and prices; and/or
b. to cancel the remainder and pay to the Supplier an agreed
amount for partially completed Goods and Services and for
materials and parts previously procured by the Supplier.

28. Settlement of 28.1 If any dispute or difference of any kind whatsoever shall arise between
Disputes the Purchaser and the Supplier in connection with or arising out of the
Contract, the parties shall make every effort to resolve amicably such
dispute or difference by mutual consultation.

28.2 If, after thirty (30) days, the parties have failed to resolve their dispute
or difference by such mutual consultation, then either the Purchaser or
Supplier may give notice to the other party of it’s intention to
commence arbitration, as hereinafter provided, as to the matter in
dispute, and no arbitration in respect of this matter may be commenced
unless such notice is given.

28.2.1 Any dispute or difference in respect of such a notice of

intention to commence arbitration has been given in accordance with
this Clause shall be finally settled by arbitration.Arbitration may be
commenced prior to or after delivary of the Goods under the Contract.

28.2.2 Arbitration proceedings shall be conducted in accordance with

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 the rules of procedure Specified in SCC.

28.3 Notwithstanding any reference to arbitration herein,

a. the parties shall continue to perform their respective obligations
under the Contract unless they otherwise agree; and
b. the Purchaser shall pay the Supplier any monies due the
Supplier.

29. Limitation of 29.1 Except in cases of criminal negligence or willful misconduct, and in
Liability the case of infringement pursuant to Clause 6,

(a) the Supplier shall not be liable to the Purchaser, whether in

contract, tort, or otherwise, for any indirect or consequential loss
or damage, loss of use, loss of production, or loss of profits or
interest costs, provided that this exclusion shall not apply to any
obligation of the Supplier to pay liquidated damages to the
Purchaser and

(b) the aggregate liability of the Supplier to the Purchaser, whether

under the Contract, in tort or otherwise, shall not exceed the total
Contract Price, provided that this limitation shall not apply to the
cost of repairing or replacing defective equipment.

30. Governing 30.1 The Contract shall be written in the language specified in SCC.
Language Subject to Clause 31, the version of the Contract written in the
specified language shall govern its interpretation. All correspondence
and other documents pertaining to the Contract which are exchanged
by the parties shall be written in the same language.

31. Applicable Law 31.1 The Contract shall be interpreted in accordance with the laws of Nepal,
unless otherwise specified in SCC.

32. Notices 32.1 Any notice given by one party to the other pursuant to this Contract
shall be sent to the other party in writing or by facsimile and confirmed
in writing to the other party’s address specified in SCC.

32.2 If a notice given pursuant to Sub Clause 32.1 fails to be delivered due
to failure to trace the address of the party then the notice shall be
published as public notice in a National daily newspaper and when the
notice is so published then the notice shall be considered to be
delivered to the concerned party.

32.3 A notice shall be effective when delivered or on the notice’s effective

date, whichever is later.

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33. Taxes and 33.1 A local Supplier shall be entirely responsible for all taxes, duties,
Duties license fees, etc., incurred until delivery of the contracted Goods to the
Purchaser.

34. Supplier’s 34.1 The Supplier shall supply all the goods and related services included in
Responsibilities the scope of supply and change order in accordance with GCC Clause
18 and the Delivery and completion schedule, as per GCC clause 10.

35. Purchaser’s 35.1 Whenever the supply of Goods and Rental Services requires that the
Responsibilities Supplier obtain permits, approval and import and other licences from
local public authorities, the Purchaser shall, if so required by the
Supplier, makes its best effort to assist the Supplier in complying with
such requirements in a timely and expeditious manner.

35.2 The Purchaser shall pay all costs involved in the performance of its
responsibilities, in accordance with sub-clause 35.1.

36. Extension of 36.1 If at any time during performance of the Contract, the Supplier or its
Time subcontractors should encounter conditions impending timely delivery
of the Goods or completion of related services pursuant to GCC clause
10, the Supplier shall promptly notify the Purchaser in writing of the
delay, its likely duration, and its cause. As soon as practicable after
receipt of the Supplier’s notice, the Purchaser shall evaluate the
situation and may at its discretion extend the Supplier’s time for
performance, in which case the extension shall be rectified by the
parties by amendment of the Contract

Unless otherwise specified in the Contract, if after the date of the

Invitation for Bids, any law, regulation, ordinance, order or bylaws
having the force of law is enacted, promulgated, abrogated, or changed
in the place of Nepal where the site is located (which shall be deemed
to include any change in interpretation or application by the competent
authorities) that subsequently affects the delivery date and/or the
Contract Price, then such delivery date and/or the Contract Price shall
be correspondingly increased or decreased, to the extent that the
Supplier has thereby been affected in the performance of any of its
obligations under the Contract. Notwithstanding the foregoing. such
additional or reduced cost shall not be separately paid or credited if the
same has already been accounted for in the price adjustment provisions
where applicable, in accordance with GCC clause 17.

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Section V. Special Conditions of Contract

The following Special Conditions of Contract shall supplement the General Conditions of Contract.
Whenever there is a conflict, the provisions herein shall prevail over those in the General Conditions of
Contract. The corresponding clause number of the GCC is indicated in parentheses.

1. Definitions (GCC Clause 1)

1.1 (GCC 1.1 (k)) — The Purchaser is: Nepal Administrative Staff College

1.3 (GCC 1.1 (n))—The Project Site is: Nepal Administrative Staff College,Lalitpur

2. Country of Origin (GCC Clause 3)

3.1 All countries and territories as indicated in Section IX of the Bidding documents,
“Eligibility for the Provisions for Goods".

3. Performance Security (GCC Clause 7)

3.1 (GCC 7.1)—The amount of performance security, as a percentage of the Contract Price,
shall be: Five (5) percent of the Contract Price including Tax/VAT in favour of Nepal
Administrative Staff College.

3.2 (GCC 7.4)The validity of performance Security shall be initially one (1) years after the final
delivery and commissioning of the goods and the isuance of final acceptance certificate to
the suppier. However, the performance security shall cover the Supplier’s warranty
obligations in accordance with Clause GCC 15.2. The supplier shall promptly extend the
validity suitably to cover agreed warranty period and any extension of the warranty period
of the supplied goods.

4. Inspections and Tests (GCC Clause 8)

4.1 (GCC 8.1)—Inspection and tests the Purchase requires: Inspection and tests will be done
after delivery of goods at Nepal Administrative Staff College, Lalitpur.

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5. Packing (GCC Clause 9)

5.1 (GCC 9.2)—Additional requirement for packing and marking as per GCC Clause 9.2 are as
follows: N/A

6. Delivery and Documents (GCC Clause 10)

6.1 GCC 10.3—Upon delivery of the Goods, the Supplier shall notify the Purchaser and mail
the following documents to the Purchaser:

(i) Copies of the Supplier’s invoice showing Goods’ description, quantity, unit price, and
total amount;
(ii) delivery note, or truck receipt;
(iii) Manufacturer’s or Supplier’s warranty certificate;
(iv) inspection certificate issued by the nominated inspection agency, and the Supplier’s
factory inspection report; and
(v) certificate of origin.
6.2 The documents as per sub-clause 6.1 shall be received by the Purchaser before arrival of
the Goods and, if not received, the Supplier will be responsible for any consequent
expenses.

7. Insurance (GCC Clause 11)

7.1 (GCC 11.1)—The Insurance shall be in an amount equal to 110 percent of the CIP value of
the Goods from “warehouse” to “warehouse” on “All Risks” basis, including War Risks and
Strikes.

8. Transportation (GCC Clause 12)

8.1 (GCC 12.1)—Obligation and responsibility of transportation of the goods shall be in

accordance with the current edition of INCOTERMS published by the International
Chamber of Commerce, Paris

9. Incidental Services (GCC Clause 13)

9.1 GCC 13.1—Incidental services to be provided are:

(i) Installation and commissioning of the goods;

(ii) Operational and maintenance orientation, on-site-training of the goods;

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 (vi) Free replacement, repair, maintenance and servicing of goods within the warranty
period;
(vii) Installation of other utility components including proper wiring.

10. Spare Parts (GCC Clause 14)

10.1 GCC 14.1—Additional spare parts requirements are:

(i) Supplier shall carry sufficient inventories to assure ex-stock supply of consumable
spare parts for the Goods;
(ii) Other spare parts and components shall be supplied as promptly as possible.

11. Warranty (GCC Clause 15)

11.1 (GCC 15.2)—The warranty period shall be 1 years from the date of acceptance of the
Goods.

11.2 (GCC 15.4 & 15.5)—The period for correction of defects in the warranty period is: 3
days.

12. Payment (GCC Clause 16)

12.1 GCC 16.1—The method and conditions of payment to be made to the Supplier under this
Contract shall be as follows:

Payment for Goods supplied shall be made in Nepalese Currency, as follows:

(i) Advance Payment Bank Guarantee: T w e n t y percent (20%) of the contract price
shall be paid with in thirty (30) days of signing of the contract, and upon submission
of request for advance and unconditional bank guarantee from "A" class commercial
bank for equivalent amount valid until the goods are delivered and accepted and in
the form provided in the Bidding Document.
(ii) On Delivery: Sixty (60) percent of the Contract Price shall be paid on receipt of the
complete goods and upon submission of the documents specified in GCC Clause 10.
(iii) On Acceptance: The remaining twenty (20) percent of the Contract Price shall be paid to the
Supplier within thirty (30) days after the date of the acceptance certificate for the respective
delivery issued by the Purchaser.
(iv) TDS and retention will be deducted as per prevailing rule.

12.2 GCC 16.4— The currency of payment is Nepalese Rupees.

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13. Prices (GCC Clause 17)
13.1 (GCC 17.1)—Prices shall be not be adjusted.

14. Liquidated Damages (GCC Clause 23)

15.1 (GCC 23.1)—Liquidated damages for delay in performance are:

0.05% of the contract price per day with maximum deduction not to exceed ten (10) percent
of the contract price.

15. Settlement of Disputes (GCC Clause 28)

16.1 GCC 28.2.2—Arbitration Proceedings:

(i) in the case of a dispute between the Purchaser and a Supplier which is a national of
Nepal, the dispute shall be referred to arbitration in accordance with the rules of
Nepal Administrative Staff College Financial Administration By-Laws, 2068; and
(ii) in the case of dispute between the Purchaser and the Foreign Supplier, the dispute
shall be settled by arbitration in accordance with the provisions of the United Nations
Commission on International Trade Law (UNCITRAL) Arbitration Rules.

16. Governing Language (GCC Clause 30)

17.1 (GCC 30.1) —The Governing Language shall be: English but correspondence may be done
in Nepali.

17. Applicable Law (GCC Clause 31)

18.1 (GCC 31.1) —The Applicable Law shall be: The laws of Nepal

18. Notices (GCC Clause 32)

19.1 (GCC 32.1) —Purchaser’s address for notice purposes: Nepal Administrative Staff
College office, District Name -Lalitpur

Supplier’s address for notice purposes:

………………………………………..

……………………………………….

19. Taxes and Duties (GCC Clause 33)

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20.1 (GCC 33.2) —A local Supplier shall be responsible for all duties, taxes, licence fees etc.
incurred until delivery of the contracted Goods to the Purchaser.

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