A.        General Provisions

1.         Definitions

1.1          The headings and titles of these General Conditions of Contract shall not limit, alter or affect the meaning of the Contract.

1.2          Unless the context otherwise requires, the following words and terms shall have the meanings assigned to them:

(a)           “Contract” means the Agreement entered into between the Parties and includes the Contract Documents.

(b)           “Contract Documents” means the documents listed in the GCC, including all attachments, appendices, and all documents incorporated by reference therein, and shall include any amendments thereto.

(c)           “Contract Price” means the sum stated in the Agreement representing the total amount payable for the provision of the Services.

(d)           “Day” means calendar day. “Month” means calendar month.

(e)           “Eligible Countries” means the countries and territories eligible as listed in the SCC.

(f)            “General Conditions of Contract”, hereinafter referred to as “GCC”, means the conditions in this section of the Contract, which shall govern the Contract, except where amended by the SCC or Contract Agreement

(g)           “Government” means the Government of the Federal Democratic Republic of Ethiopia.

(h)           “Party” means the Procuring Entity or the Supplier, as the case may be, and “Parties” means both of them.

(i)             “Personnel” means persons engaged by the Supplier or by any Subcontractor as employees and assigned to the performance of the Services or any part thereof;

(j)             “Procuring Entity” means the entity purchasing the Services, as specified in the Agreement.

(k)           Special Conditions of Contract”, hereinafter referred to as “SCC”, means the conditions attached to the Contract Agreement, which shall govern the Contract and shall prevail over these General Conditions of Contract.

(l)             “Services” means the services to be performed by the Supplier as described in the contract.

(m)         “Subcontractor” means any natural person, private or government entity, or a combination of the above, including its legal successors or permitted assigns, to whom any part of the Services to be provided or execution of any part of the Services is subcontracted by the Supplier.

(n)           “Supplier” means the natural person, private or government entity, or a combination of the above, whose bid to perform the Contract has been accepted by the Procuring Entity and is named as such in the Agreement, and includes the legal successors or permitted assigns of the Supplier.

1.3          If the context so requires it, singular means plural and vice versa.

1.4          Nothing contained herein shall be construed as establishing a relation of master and servant or of principal and agent between the Procuring Entity and the Supplier.

2.         Corrupt Practices

2.1       It is the Government’s policy to require that Procuring Entities, as well as Bidders and Suppliers under Government financed contracts, observe the highest standards of ethics during the procurement and execution of such contracts. In pursuit of this policy, the Government:

(a)   Defines, for the purposes of this provision, the terms set forth below as follows:

(i)      "Corrupt practice" means the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of a public official in the procurement process or in contract execution;

(ii)     "Fraudulent practice" means a misrepresentation or omission of facts in order to influence a procurement process or the execution of a contract;

(iii)     “Collusive practices” means a scheme or arrangement between two or more Bidders, with or without the knowledge of the Procuring Entity, designed to establish prices at artificial, noncompetitive levels; and

(iv)    “Coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of a contract.

(b)   Will debar a firm from participation in public procurement for a specified period of time, if it at any time determines that the firm has engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing, a Contract.

2.2       The Supplier shall permit the Government to inspect the Supplier’s accounts and records relating to the performance of the Services and to have them audited by auditors appointed by the Government, if so required by the Government.

                                                                                                                           B.        The Contract

3.         Contract Documents

3.1          The documents forming the Contract shall be interpreted in the following order of priority:

(a)               Agreement;

(b)               Any Letter of Acceptance by the Procuring Entity to the Supplier;

(c)               The Special Conditions of Contract;

(d)               The General Conditions of Contract;

(e)               The Terms of Reference;

(f)                Any other document listed in the SCC as forming part of the Contract.

            All documents forming the Contract are intended to be correlative, complementary, and mutually explanatory.

3.2          No amendment, modification or other variation of the Contract shall be valid unless an Amendment to Contract is made in writing, is dated, expressly refers to the Contract, and is signed by a duly authorised representative of each party thereto.

3.3          If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

3.4          Any action required or permitted to be taken, and any document required or permitted to be executed, under the Contract by the Procuring Entity or the Supplier may be taken or executed by the authorised representatives specified in the SCC.

3.5          The Contract constitutes the entire agreement between the Procuring Entity and the Supplier and supersedes all communications, negotiations and agreements (whether written or oral) of parties with respect thereto made prior to the date of Contract. 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.

4.         Governing Law

4.1          The Contract shall be governed by and interpreted in accordance with the laws of the Federal Democratic Republic of Ethiopia.

5.         Language

5.1          The Contract as well as all correspondence and documents relating to the Contract exchanged by the Supplier and the Procuring Entity, shall be written in Amharic.

6.         Notices

6.1          Any notice, request or consent required or permitted to be given or made pursuant to the Contract shall be in writing. Any such notice shall be deemed to have been given when delivered to the authorised representative of the Party at the address specified in the SCC.

6.2          A Party may change its address for notice hereunder by giving the other Party notice of such change.

7.         Assignment

7.1          The Procuring Entity or the Supplier shall not assign, in whole or in part, their obligations under this Contract, except with the prior written consent of the other party.

8.         Subcontracting

8.1          The Supplier shall request approval in writing from the Procuring Entity of all subcontracts awarded under the Contract that are not included in the Contract. Subcontracting shall in no event relieve the Supplier from any of its obligations, duties, responsibilities or liability under the Contract.

8.2          Subcontracts shall comply with the provisions of GCC Clauses 2 and 26.

9.         Change Orders and Contract Amendments

9.1          The Procuring Entity may at any time request the Supplier through notice in accordance with GCC Clause 6, to make changes within the general scope of the Contract.

9.2          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 in the Completion Schedule, or both, and the Contract shall accordingly be amended. Any claims by the Supplier for adjustment must be asserted within twenty-eight days from the date of the Supplier’s receipt of the Procuring Entity’s change order.

9.3          Prices to be charged by the Supplier for any additional Services or any related goods or works that might be needed but which were not included in the Contract 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.

10.     Change in Laws

10.1       Unless otherwise specified in the SCC, if after the date of the Bidding Document, any law, regulation, ordinance, order or bylaw having the force of law is enacted, promulgated, abrogated, or changed in the Federal Democratic Republic of Ethiopia or 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 Terms of Reference and/or the Contract Price, then such Terms of Reference and/or Contract Price shall not be correspondingly increased or decreased.

11.     Taxes and Duties

11.1       The Supplier shall bear and pay all taxes, duties, and levies imposed on the Supplier, by all municipal, state or national government authorities, both within and outside the Federal Democratic Republic of Ethiopia, in connection with the provision of the Services to be supplied under the Contract, unless otherwise specified in the SCC.

11.2       If any tax rates are increased or decreased, a new tax is introduced, an existing tax is abolished, or any change in interpretation or application of any tax occurs in the course of the performance of the Contract, which was or will be assessed on the Supplier, its Subcontractors, or their employees in connection with performance of the Contract, an equitable adjustment to the Contract Price shall not be made, unless otherwise indicated in the SCC.

12.     Force Majeure

12.1       For the purposes of the Contract, “Force Majeure” shall mean an event or events which are 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.

12.2       Force Majeure shall not include

(a)           Any event which is caused by the negligence or intentional action of a Party or such Party’s Subcontractors or agents or employees; nor

(b)           Any event which a diligent Party could reasonably have been expected to both:

(i)      Take into account from the effective date of the Contract; and

(ii)     Avoid or overcome in the carrying out of its obligations; nor

(c)           Insufficiency of funds or failure to make any payment required hereunder.

12.3       The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, the 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 the Contract.

12.4       A Party affected by an event of Force Majeure shall take all reasonable measures to

(a)           Remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay; and

(b)           Minimise the consequences of any event of Force Majeure.

12.5       A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and 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.

12.6       During the period of their inability to perform the Services as a result of an event of Force Majeure, the Supplier shall be entitled to continue to be paid under the terms of the Contract as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Services after the end of such period.

12.7       Not later than thirty (30) days after the Supplier, as the result of an event of Force Majeure, has become unable to perform a material portion of the Services, the Parties shall consult with each other with a view to agreeing appropriate measures to be taken in the circumstances.

13.     Suspension of Assignment

13.1       The Procuring Entity may, by written notice of suspension of the assignment to the Supplier, suspend all payments to the Supplier hereunder if the Supplier fails to perform any of its obligations under the Contract, including the carrying out of the Services, provided that such notice of suspension shall:

(a)           Specify the nature of the failure; and

(b)          Request the Supplier to remedy such failure within a period not exceeding thirty days after receipt by the Supplier of such notice of suspension.

14.     Termination

14.1       The Procuring Entity may, by not less than thirty days written notice of termination to the Supplier (except in the event listed in paragraph (f) below, for which there shall be a written notice of not less than sixty days), such notice to be given after the occurrence of any of the events specified in GCC Clause 14.1 (a) to (f), terminate the Contract if:

(a)   The Supplier fails to remedy a failure in the performance of their obligations as specified in a notice of suspension of assignment pursuant to GCC Clause 13 within thirty days of receipt of such notice of suspension of assignment or within such period other agreed between the Parties in writing;

(b)   The Supplier becomes insolvent or bankrupt or enters 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, other than for a reconstruction or amalgamation;

(c)   The Supplier fails to comply with any final decision reached as a result of arbitration proceedings pursuant to GCC Clause 17 hereof;

(d)   The Supplier is unable as the result of Force Majeure, to perform a material portion of the Services for a period of not less than sixty days;

(e)   The Supplier, in the judgement of the Procuring Entity, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.

(f)    The Procuring Entity, in its sole discretion and for any reason whatsoever, decides to terminate the Contract.

14.2       The Supplier may, by not less than thirty days written notice to the Procuring Entity, of such notice to be given after the occurrence of any of the events specified in GCC Clause 14.2 (a) to (d) Terminate the Contract if:

(a)   The Procuring Entity fails to pay any money due to the Supplier pursuant to the Contract and not subject to dispute pursuant to GCC Clause 17, within forty-five days after receiving written notice from the Supplier that such payment is overdue;

(b)   The Procuring Entity is in material breach of its obligations pursuant to the Contract and has not remedied the same within forty-five days (or such longer period as the Supplier may have subsequently approved in writing) following the receipt by the Procuring Entity of the Supplier’s notice specifying such breach;

(c)   The Supplier is unable as the result of Force Majeure, to perform a material portion of the Services for a period of not less than sixty days; or

(d)   The Procuring Entity fails to comply with any final decision reached as a result of arbitration pursuant to GCC Clause 17 hereof.

14.3       If either Party disputes whether an event specified GCC Clauses 14.1 (a) to (e) or GCC Clause 14.2 has occurred, such Party may, within forty-five days after receipt of notice of termination from the other Party, refer the matter to arbitration pursuant to GCC Clause 17 and the Contract shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award.

15.     Cessation of Rights and Obligations

15.1      Upon termination of the Contract pursuant to GCC Clauses 14, or upon completion of the Contract pursuant to GCC Clause 20 hereof, all rights and obligations of the Parties hereunder shall cease, except

(a)   Such rights and obligations as may have accrued on the date of termination or expiration;

(b)   The Supplier’s obligation to permit inspection, copying and auditing of their accounts and records set forth in GCC Clause 30; and

(c)   Any right which a Party may have under the Governing Law.

16.     Cessation of Services

16.1       Upon termination of the Contract by notice of either Party to the other pursuant to GCC Clause 14 the Supplier shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum.

17.     Settlement of Disputes

17.1       The Procuring Entity and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Contract or interpretation thereof.

17.2       If the parties fail to resolve such a dispute or difference by mutual consultation within twenty-eight days from the commencement of such consultation, either party may require that the dispute be referred for resolution to the formal mechanisms specified in the SCC.

18.     Liquidated Damages

18.1       If so stated in the SCC, the Supplier shall pay liquidated damages to the Procuring Entity at the rate per day stated in the SCC for each day that the Completion Date is later than the intended Completion Date. The total amount of liquidated damages shall not exceed the amount defined in the SCC. The Employer may deduct liquidated damages from payments due to the Supplier. Payment of liquidated damages shall not affect the Supplier’s liabilities.

18.2       If the Completion Date is extended after liquidated damages have been paid, the Procuring

           Entity shall correct any overpayment of liquidated damages by the Supplier by adjusting the next payment certificate.

19.     Commencement of Services

19.1       The Supplier shall commence the Services within the time period after the date of the Letter of Acceptance, or the date of the Agreement whichever is the earlier, which shall be detailed in the SCC.

19.2       If the Contract has not become effective within such time period after the date of Contract stated in GCC Sub-Clause 19.1, either Party may, by not less than four weeks’ written notice to the other Party, declare the Contract to be null and void, and in the event of such a declaration by either Party, neither Party shall have any claim against the other Party with respect hereto.

20.     Completion Period and Completion of the Services

20.1       The period for completion or the period within which the Services are required to be performed shall be detailed in the SCC. The completion period shall commence from the date of the commencement of the Services detailed in GCC Sub-Clause 19.1.

20.2       The completion of the Services shall be in accordance with the Agreement.

                                                                                        C.        Obligations of the Procuring Entity

21.     Provision of Information and Assistance

21.1       The Procuring Entity shall supply the Supplier with any information or documentation at its disposal which may be relevant to the performance of the contract. Such documents shall be returned to the Procuring Entity at the end of the period of the Contract.

21.2       The Procuring Entity shall issue to its employees, agents and representatives all such instructions as may be necessary or appropriate to facilitate the prompt and effective performance of the Services.

21.3       The Procuring Entity shall give the Supplier access to its premises, where required for the performance of the Services, and assist the Supplier with any security documentation necessary at the premises where the Services are to be performed in accordance with the Contract.

                                                                                                                                  D.        Payment

22.     Contract Price

22.1       The Contract Price shall be as specified in the Agreement subject to any additions and adjustments thereto, or deductions there from, as may be made pursuant to the Contract.

22.2       The Contract Price shall include the total cost for performing the Services and shall include payments for all Personnel, materials and supplies used for the Services and any other overhead or incidental costs except any costs specifically excluded and described in the SCC.

22.3       The Contract Price shall be paid in accordance with the payment schedule in the SCC.

22.4       The Contract Price may only be increased if the Parties have agreed to additional payments by contract amendment in accordance with GCC Clause 9.

23.     Price Adjustments

23.1       Contracts shall be at fixed prices which shall not be revised or varied, unless otherwise specified in the SCC.

24.     Payment Procedure

24.1       In consideration of the Services performed by the Supplier under the Contract, the Procuring Entity shall make to the Supplier such payments in such manner as is provided by the Contract.

24.2       Payments made by the Procuring Entity shall be made in response to requests for payment made by the Supplier. The Supplier’s request for payment shall be made to the Procuring Entity in writing by production of an invoice supported by the documentation required, as specified in the SCC.

24.3       Unless otherwise specified in the SCC, payments shall be made by the Procuring Entity, no later than sixty days after submission of a request for payment by the Supplier.

24.4       The Procuring Entity shall not unreasonably withhold any undisputed portion of a request for payment. The Procuring Entity shall notify the Supplier of the inadmissibility of a request for payment due to an error, discrepancy, omission or any other reason so that the Parties may resolve such error, discrepancy, omission or other fault and agree a solution to enable payment of the corrected request for payment. Only such portion of the request for payment that is inadmissible may be withheld from payment. Should any discrepancy be found to exist between actual payment made and costs authorised to be incurred by the Supplier, the Procuring Entity may add or subtract the difference from any subsequent payments.

24.5       Any amount which the Procuring Entity has paid or caused to be paid which is in excess of the amounts actually payable in accordance with the provisions of the Contract, shall be reimbursed by the Supplier to the Procuring Entity within thirty days after receipt by the Supplier of a notice thereof. Any such claim by the Procuring Entity for reimbursement must be made within twelve months after receipt by the Procuring Entity of a final statement approved by the Procuring Entity.

24.6       If the Procuring Entity has delayed payments beyond fifteen (15) days after the due date stated in the SCC, interest shall be paid to the Supplier for each day of delay at the rate stated in the SCC.

                                                                                                     E.         Obligations of the Supplier

25.     Obligations of the Supplier

25.1       The Supplier shall perform the Services under the contract with due care, efficiency and diligence, in accordance with best professional practices.

25.2       The Supplier shall respect and abide by all laws and regulations in force. The Supplier shall indemnify the Procuring Entity against any claims and proceedings arising from any infringement by the Supplier, its subcontractors or their employees of such laws and regulations.

25.3       The Supplier shall ensure that services conform to applicable environmental and quality standards, that no chemical or other product/equipment is used in such a way as to cause negative impact on the environment in general and occupational health hazards for the personnel of the Procuring Entity in particular, and shall employ the most recent technology, safe and effective equipment, machinery, materials and methods, as necessary. The Supplier shall always act, in respect of any matter relating to this Contract, to safeguard the Procuring Entity's legitimate interests, pursuant to Conditions of this Contract

25.4       The Supplier shall obtain the Procuring Entity’s prior approval in writing before taking any of the following actions:

(a)   Entering into a subcontract for the performance of any part of the Services, it being understood that the Supplier shall remain fully liable for the performance of the Services by the Subcontractor and its Personnel pursuant to the Contract;

(b)   Any other action that may be specified in the SCC.

25.5       The Supplier shall furnish the Procuring Entity with any personnel data or information required by the Procuring Entity to arrange the provision of documentation required in accordance with GCC Clause 21.3.

26.     Eligibility

26.1       The Supplier and its Subcontractors shall have the nationality of an eligible country. A Supplier or Subcontractor shall be deemed to have the nationality of a country if it is a citizen or constituted, incorporated, or registered, and operates in conformity with the provisions of the laws of that country.

26.2       The Supplier and its Subcontractors shall provide Personnel who shall be citizens of eligible countries and use goods with their origin from an eligible country.

27.     Code of Conduct

27.1       The Supplier shall at all times refrain from making any public statements concerning the Services without the prior approval of the Procuring Entity, and from engaging in any activity which conflicts with its obligations towards the Procuring Entity under the contract. It shall not commit the Procuring Entity without its prior written consent, and shall, where appropriate, make this obligation clear to third parties.

28.     Indemnification

28.1       At its own expense, the Supplier shall indemnify, protect and defend, the Procuring Entity, its agents and employees, from and against all actions, claims, losses or damage arising from any act or omission by the Supplier in the performance of the Services, including any violation of any legal provisions, or rights of third parties, in respect of patents, trade marks and other forms of intellectual property such as copyrights.

28.2       At its own expense, the Supplier shall indemnify, protect and defend the Procuring Entity, its agents and employees, from and against all actions, claims, losses or damages arising out of the Supplier’s failure to perform its obligations provided that:

(a)   The Supplier is notified of such actions, claims, losses or damages not later than 30 days after the Procuring Entity becomes aware of them;

(b)   The ceiling on the Supplier’s liability shall be limited to an amount equal to the contract value, but such ceiling shall not apply to actions, claims, losses or damages caused by the Supplier’s wilful misconduct;