18 – Change Orders
18 – 1
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The Entity may at any time, by a written order submitted to the supplier, make changes within the overall framework of the contract in one or more of the following aspects:
A. Drawings, designs or specifications, if the goods to be supplied under the contract are manufactured specifically for the Entity.
B. Method of shipment or packaging. C. Delivery site;
D. Services to be provided by the supplier. In all cases, the changes must be within the percentage allowed by law.
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18 - 2
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The Entity has the right to modify the contract to an increase or decrease at any stage of the execution of the contract, provided that itisnottoexceed10% of the value of the original contract.
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19 – Modification of Contract
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19 - 1
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Subject to Article (18) of these instructions, no alteration or change may be made to the terms of the contract except by a written amendment signed by the parties and not inconsistent with provisions of the law and the Regulations.
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20 – Waiver of Contract
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20 - 1
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The supplier may not waive the contractor transfer it to any other supplier or third party.
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21 - Sub-contracting
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21 - 1
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The supplier shall notify the Entity in writing and receive a written approval in advance for all contracts to be signed with subcontract or sunder the contract notinexcessof30%of the contract price, whether included in the original tender or subsequently submitted. The notification shall not relieve the supplier from any liability or obligation under the contract.
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21 - 2
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The sub-contractor shall comply with the provisions of Article (3) of these conditions.
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22 – Delayed
Implementation by the Supplier
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22 - 1
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The supplier shall deliver the goods and implement services in accordance with the time table determined by the Entity on the schedule of requirements;
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22 - 2
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If supplier and / or sub-contractor (s) faced, at any time during the execution of the contract, conditions preventing the delivery of goods and the implementation of services in a timely manner, they shall notify the Entity in writing of the delay fact, expected duration and causes. The Entity, as soon as practicable after receipt of notification, shall assess the situation and may ,at his discretion, extend the implementation period for the supplier with the fines specified in Article (23) of these conditions.
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22 - 3
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Delay by the supplier to carry out his delivery obligations shall make him liable to the fines prescribed in Article (23) of these conditions.
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23 – Fines on Delay and Payment Default
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23 - 1
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A. Calculation of delay fines:
1. Should the supplier fail to execute the contracted supplies within the deadlines specified in the timetable and period specified in the contract, a delay fine of (7.5%) of the value of uncompleted items for the first month shall apply as follows:
(1%) of the value of items subject to fine for the first week or parts thereof.
• (1.5%) of the value of items subject to fine for the second week or parts thereof.
• (2%) of the value of items subject to fine for the third week or parts thereof.
• (3%) of the value of items subject to fine for the fourth week or parts thereof.
In case of further delay, a delay fine of (4%) shall apply for every month or parts thereof; for every period separately, provided that total fines do not exceed (10%) of the total value of the relevant contract with regard to supplies or other services, and the delay period does not exceed three months.
2. No delay fines shall apply to delays caused by the Entity or Force Majeure.
b. Calculation of payment default fines:
1.Payment default fines shall be effected to the benefit of the supplier in accordance with the following conditions:
• The absence of any legal justification for default in payment.
• The absence of any missing documents or legal details supporting payment.
• The lapse of more than (90) days as of the date of submitting entitlements (net amounts) by the Entity authorized to manage and sign the contract without any comments and ratification thereof by the head of the Entity.
• When the supplier or Contractor is not responsible for the delay in payment procedures.
2. Should the supplier fail to execute the contracted supplies within the deadlines specified in the timetable and period specified in the contract, a delay fine of (7.5% ) of the value of uncompleted items for the first month shall apply as follows:
• (1%) of the value of items subject to fine for the first week or parts thereof.
• (1.5%) of the value of items subject to fine for the second week or parts thereof.
• (2%) of the value of items subject to fine for the third week or parts thereof.
• (3%) of the value of items subject to fine for the fourth week or parts thereof.
In case of further delay, a delay fine of (4%) shall
apply for every month or parts thereof; for every period separately, provided that total fines do not exceed (10%) of the total value of the relevant contract with regard to supplies or other services, and the delay period does not exceed three months.
C. Should the Entity be responsible for delay, said Entity shall extend the contract execution period with a period equal to the period of delay. Should the supplier be responsible for delay, the delay fines specified in paragraph (A) of this Article shall apply.
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24 - Termination for
Default
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24 - 1
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The Entity may, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the supplier, 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 Entity;
(B) if the supplier fails to perform any other obligation(s)under the Contract;
(C)if the supplier, in the judgment of the Entity has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.
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24 - 2
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In the event the Entity terminates the Contract in whole or in part in accordance with paragraph(24–
1) of these conditions, it may procure, upon such terms and in such manner as it deems appropriate, equipment similar to those undelivered, and the supplier shall be liable to the Entity for any excess costs for such similar goods. However, the supplier proceeds in carrying out other unterminated work in the contract.
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25 – Force Majeure
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25 - 1
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Neither party shall be considered to be in default or in breach of his obligations under the contract if the performance of such obligations is prevented by any event of force majeure. Both parties shall not be liable for default or delay if the performance or other failure to perform obligations under the Contract is the result of an event of Force Majeure.
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25 - 2
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The term" force majeure", as used herein shall mean any event that is not under the control of the supplier and unpredictable, and which is not a result of mistake or negligence. Such events include, without limitation, wars, revolutions, epidemics, quarantine, earthquakes, floods, civil disturbance, fires ,or any other similar unforeseeable events, not with in the control of either party.
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25 - 3
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In the case any events of force majeure have occurred, the supplier shall promptly notify the Entity in writing, giving details of the nature and causes of such events. Unless otherwise directed by the Super visor in writing, the Contract or shall continue to perform his obligations under the contract as far as is reasonably practicable, and shall seek all reasonable alternative means for performance of his obligations which are not prevented by the force majeure event.
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26 – Termination for Insolvency
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26 - 1
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The Entity may at any time, by written notice sent to the supplier, terminate the contract due to insolvency or bankruptcy of the supplier by a court ruling. In this case, the termination shall be without any compensation to the supplier, provided that such termination does not affect any right for compensation due to the Entity or may be due later.
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27 – Termination for Conflict of Interest
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27 - 1
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The Entity may at any time , by written notice sent to the supplier, terminate the contract in whole or in part for the public interest. The Entity shall state in the notification that the termination is for the public interest and determine what work is being terminated under the contract and the date of the termination.
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27 - 2
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The Entity should approve the finished goods intended for shipment and usable without being linked to the same goods that are not delivered within thirty (30) days of receipt of the termination notice, on terms and prices stated in the contract.
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28 – Resolution of Disputes
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28 - 1
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The Entity and the supplier shall make every effort to resolve amicably by direct informal negotiation and disagreement or dispute arising between them under or in connection with the contract.
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28 - 2
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If, after thirty (30) days from the commencement of such informal negotiations both parties have been un able to resolve amicably a contract dispute, either party may refer to arbitration in accordance with the terms of the contract, subject to prior approval by the High Tender Board.
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28-2-1: Any dispute by which a written notice of arbitration was sent to either parties in accordance with this Article shall be resolved by arbitration. The arbitration proceedings can be initiated before or after delivery of the goods under this contract.
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28 – 2 – 2: Arbitration shall be governed by the Yemeni Law of Arbitration
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28 – 2 – 3: Should the parties fail to reach an agreement with respect to arbitration, the Entity may terminate the contract and deduct all losses incurred thereby during the dispute period from the performance security or the amounts due for the supplier. The aggrieved party may resort to courts.
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28 – 3
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Despite referral to arbitration:
A. Parties shall continue performance of the contractual obligations thereof, unless agreed otherwise.
B. The Entity shall pay the supplier's entitlements, if any, provided that the goods have been supplied or services have been rendered and accepted by the Entity.
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29 – Approved Language
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29 – 1
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The contract between the Entity and supplier shall be in English, unless the special conditions of contract provide otherwise.
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30 – Law Applicable
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30 – 1
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The law of tenders and its executive regulations, as well as relevant laws in force shall be the applicable laws for the application of the terms of the contract.
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31 - Notifications
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31 - 1
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Any notice from either parties to another pursuant to the contract must be In writing to be sent by hand, mail, fax or e-mail address of the other party specified in the special conditions of contract.
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31 - 2
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The notice shall become effective once the notice is delivered or on the date specified there in forth entry into force, which ever later.
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32 – Taxes and Fees
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32 - 1
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Price offers shall be submitted, inclusive of all customs duties, taxes and other fees unless there is a law in force in the Entity 'scountry that provides for total or partial exemption. Such exemption shall be specified under the special conditions of contract.
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33 - Contract
Documents
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33 - 1
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The various documents making up the contract shall be deemed to be mutually explanatory ;incases of ambiguity or divergence, they shall prevail in the following order of precedence:
A. Contract Agreement. B. Letter of Acceptance.
C. The submitted tender and any correspondence or documents that have been accepted prior to signing the contract, and were considered an integral part of the contract.
D. Special Conditions. E. General Conditions.
F. Technical specifications. G. Drawings (if any) .
H. Any other documents forming part of the contract.
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34. Confidentiality
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34 - 1
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The Entity and the supplier are not permitted to disclose confidential information, documents, or data related to the contract, directly or in directly, to any third party, either prior, during, or after the contract period, except to the extent allowed by the other party. However, the supplier may provide his subcontractors with such information, documents, or data necessary for the execution of the contract, provided that the subcontractors are adhered to the same level of confidentiality in accordance with the general conditions of the contract.
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34 - 2
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The Entity may not to use the information, documents or data obtained from the supplier, except for the purposes related to the execution of the contract. Similarly, the supplier may not use information, documents or data for any purpose other than designing and supplying works and services required to implement the actions defined in the contract.
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35 – Modification of Prices
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35 - 1
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Should the Government be responsible for raising the prices of items or services related to the components of contracts or part thereof, the Entity may, in light of treatments established by The Council of Ministers, adjust the value of the remaining part of the contract as of the effective date of said price change in by the Council of Ministers.
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36 – Boycott of Ineligible Countries
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36 - 1
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The supplier, and all those engaged in the execution of the contract, shall be committed to refrain from dealing with any ineligible country which means, hereby, "Countries boycotted by a decision of the Government of Yemen "directly or in directly. If it is proven to the Entity at any time during the period of validity of the contract that the supplier has violated the provisions of this Article, the Entity shall be entitled to terminate the contract and to demand indemnity for damages resulting from such termination or such violation. In this case, the Entity shall be entitled to confiscate all the entitlements owed to the supplier and his assets (if any) in the site such as temporary equipment and materials, in order to complete the execution of the contract and making a settlement calculation after completion.
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