Procurement of Solar Energy systems for Peace Huts across Liberia
United Nations Entity for Gender Equality and the Empowerment of Women | Published August 10, 2015 - Deadline August 25, 2015
All electrical components shall comply with, or exceed, the technical specifications of an independent testing laboratory such as UL, CSA, ETL, etc. Where available, all electrical components and equipment will be listed to standards established by Underwriters Laboratories (UL) and provides one year manufacture warranty for all equipment.
3. Photovoltaic Array
3.1 The PV array shall be installed permanently in a location which is free from shading by obstacles such as trees, natural topography and permanent structures which might project a shadow upon the modules, especially between 10 am and 3 pm.
3.2 The PV array shall have an average peak power which meets the demand specified under Basic System Requirements and under standard test conditions, defined as 1,000 W/m2 and 25°C module temperature. The Contractor shall provide the technical specifications of the module measured under standard test conditions, including I-V curves, temperature coefficients, open circuit voltage, operating voltage, short circuit current, operating current, and physical dimensions.
3.3 The PV modules (Mono-crystalline or poly-crystalline) shall be a product tested and certified to meet the 1703 UL (Underwriters Laboratories) safety standard and/or the requirements of IEEE Standard 1262 Recommended Practice for Qualification of PV Modules. Each module shall be clearly marked indicating: Manufacturer, Model Number, Serial Number, Peak Watt Rating, Peak Current, Peak Voltage, Open Circuit Voltage and Short Circuit Current of each module. The Contractor shall also provide the expected Peak Watt Rating, Peak Current, Peak Voltage, Open Circuit Voltage and Short Circuit Current of the PV array.
3.4 If more than one module is used, they shall be new and identical modules.
3.5 The modules shall be guaranteed for a minimum of twenty (20) years with a maximum allowable degradation of 20 percent over this period.
3.6 The modules shall be framed in such a way as to allow secure connection to the module mounting structure.
3.7 The arrangement shall face true south.
3.8 PV array mounting structure shall be fixed and at a slope of 10 degrees.
3.9 The PV system shall be bonded and grounded against atmospheric discharges.
3.10 A PV disconnecting means shall be installed at a readily accessible location and permanently marked to identify it as a PV system disconnect.
4. Mounting Structure
4.1 The Contractor shall provide a simple, sturdy and highly corrosion resistant structure for the mounting of the PV array.
4.2 PV modules shall be mounted to a solid framework made of either aluminum, galvanized, or painted steel. The mounting structure shall be able to withstand sustained winds of 160 km/h and have a design lifetime of 20 years adequate for the Liberian climate.
4.3 The structural support shall allow the array to be mounted at a fixed angle of 10 degree tilt.
4.4 The modules shall be Roof mounting: Minimum clearance between the PV array and the roofing material shall be at least 20 cm above the roofing material. Anchoring of the mounting structure shall be to the building and not to the roofing material. The mounting structure shall withstand constant wind speeds of 160 km/h.
5. Battery Storage
5.1 Energy shall be stored in a deep-cycle rechargeable battery bank. No shallow cycle batteries are acceptable.
5.2 Batteries (gel batteries) shall have an original manufacturer’s label with the manufacture date, the type of battery, nominal voltage and capacity in ampere-hours.
5.3 The 20-hour battery amp-hour capacity, measured at 25°C shall be such that it will permit a maximum depth of discharge of 80 percent of rated capacity for gel batteries. Warranty should be not less than 5 years.
5.4 The batteries shall be deep cycle. Neither automotive nor marine batteries are acceptable.
5.5 The nominal useful life of the battery (when its residual capacity remains at or above 80% of the nominal capacity) at 25 degrees Celsius shall be at least 1000 cycles when discharged to a discharge depth (PD or DOD) of 50%. Contractors shall provide battery cycle life curves.
5.6 The battery bank shall be installed in a well-ventilated area with no access to general public.
6. Charge Regulation
6.1 The charge controller shall be listed by UL, CSA, ETL, JET, or equivalent.
6.2 The charge control system shall have a display to indicate when it is in charging mode and when batteries are fully charged (LED’s or screen indicators).
6.3 Any controllers with continuous use classification shall be capable of conducting at least 125% of the nominal (short-circuit) current of the photovoltaic system (1.25 x Isc). Controllers that are not classified for continuous use shall be capable of conducting at least 156% of the nominal short-circuit current of the photovoltaic system (1.56 x Isc).
6.4 Safe, reliable, easily operable battery connections shall be provided for each battery connection node. Battery connections shall be designed to last for at least 20 years of daily usage.
6.5 The design of the regulation set points shall meet the recommendations of the battery manufacturer while compensating for temperature. Voltage regulation (high voltage disconnect voltage) set points shall prevent excessive gassing of the battery
7. Cables and Connections
7.1 All conductors shall be color coded and/or labeled to meet international code requirements. Positive conductors shall be red and negative conductors shall be black or white (if grounded). Any equipment grounding conductors shall be green or bare.
7.2 Any wiring which will be exposed to the outdoors shall be resistant to ultraviolet light. If conduit is not used to house the wiring, then the wiring shall be rated for use in humidity, to 90 degrees Celsius and also be resistant to ultraviolet light (e.g., USE-2 wiring.)
7.3 If conduit is used, the wiring shall be specified for use in 90 degrees Celsius wet and humid environment. (e.g., USE-2, RHW-2, THW-2, THWN-2 and XHHW-2.)
7.4 Any wiring which is installed in buried ducts or not exposed to the direct light of the sun shall be rated for use in the presence of humidity, such as types RHW, RHW-2, THW, THW-2, USE and USE-2.
7.5 All exposed wires, with the possible exception of the interconnections among modules, shall be in conduits or firmly attached to the structures. The wires through roofs shall be sealed and waterproof.
7.6 The capacity of conductors in the PV source circuit shall be at least 156 percent of the rated module (or parallel connected modules) short-circuit current. All other wires shall be at least 125 percent of the rated load current. Welding cables and automobile battery cables are NOT acceptable.
8. Over current Protection
8.1 Protection shall be provided against voltage and current surges for all circuits
9.1 A ground connection shall be provided for all equipment.
9.2 The ground electrode shall be a copper rod not less than 5/8" (16 mm) diameter and 3 meters in length, buried vertically or at an angle of no more than 45 degrees off vertical. The connection bracket to the ground electrode shall be resistant to corrosion (preferably be of copper or bronze).
9.3 The equipment ground cable (in all cases) and of the system (if it applies) shall be of bare copper or with green insulation.
No. Location Description and minimum/mandatory specifications
Across Liberia System requirements: 745W instant power, 4888wh, 815AH Battery Bank and system voltage 12v
a. PV modules (Mono-crystalline or poly-crystalline)
b. Batteries (Gel battery)
c. Inverter (pure sine wave, 1000 w, I/C) & Controller
e. Over current Protection: Surge Protector/Breakers/Disconnects
BID/PROPOSAL SUBMISSION FORM
To: The procuring entity
Dear Sir / Madam,
Having examined the Bidding Documents, the receipt of which is hereby duly acknowledged, we, the undersigned, offer to supply and deliver [description of goods] in conformity with the said bidding documents for the sum of [total bid amount in words and figures] as may be ascertained in accordance with the Price Schedule attached herewith and made part of this Bid.
We undertake, if our Bid is accepted, to deliver the goods in accordance with the delivery schedule specified in the Schedule of Requirements.
We agree to abide by this Bid for a period of [number] days from the date fixed for opening of Bids in the Invitation to Bid, and it shall remain binding upon us and may be accepted at any time before the expiration of that period.
We understand that you are not bound to accept any Bid you may receive.
Dated this . . . . .day of . . . . .[year].
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature [in the capacity of]
Duly authorized to sign the Bid for and on behalf of . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1. The Price Schedule must provide a detailed cost breakdown for each item.
2. Technical descriptions for each proposed item must provide sufficient detail to allow the Purchaser to determine compliance of Bid with specifications as per Schedule of Requirements and Technical Specifications of this ITB.
3. The unit price of items should include the supply of the best quality materials, transportation, manpower, instruments and temporary installation, purchase or hired machines and equipment used in execution, and all other necessary measures required to provide the best quality workmanship for the item.
4. Estimated weight/volume of the consignment must be part of the documentation submitted.
5. The Bidder shall indicate the all-inclusive price separately for each item.
6. Where there is a discrepancy between the unit price and the total amount derived from the multiplication of the unit price and the quantity, the unit price as quoted shall govern. If there is an obvious gross misplacement of the decimal point in the unit price, the total amount as quoted shall govern and the unit price shall be corrected accordingly.
7. Bidders are expected to submit realistic prices. Any gross deviations from the prevailing market prices or unethical manipulations to take advantage of the bidding system may cause the bid to be disqualified.
8. All prices/rates quoted must be exclusive of all taxes, since the United Nations, including its subsidiary organs, is exempt from taxes.
9. The format shown on the following pages should be used in preparing the Price Schedule. The format uses a specific structure which may or may not be applicable but are indicated to serve as examples.
Name of Bidder:…………………………..
Item Description Unit Unit Price * Quantity Required Total Price per item
• *Unit price should be based on Incoterms 2010 used i.e. CIP/FCA/CPT//DAP as the case may be.
Signature of Bidder ………………………………………..
PERFORMANCE SECURITY FORM
To: UN WOMEN
WHEREAS [name and address of Contractor] (hereinafter called “the Contractor”) has undertaken, in pursuance of Contract No. ……………. dated ………. , to execute Services ……………..
(hereinafter called “the Contract”):
AND WHEREAS it has been stipulated by you in the said Contract that the Contractor shall furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as security for compliance with his obligations in accordance with the Contract:
AND WHEREAS we have agreed to give the Contractor such a Bank Guarantee:
NOW THEREFORE we hereby affirm that we are the Guarantor and responsible to you, on behalf of the Contractor, up to a total of [amount of guarantee] [in words], such sum being payable in the types and proportions of currencies in which the Contract Price is payable, and we undertake to pay you, upon your first written demand and without cavil or argument, any sum or sums within the limits of [amount of guarantee as aforesaid] without your needing to prove or to show grounds or reasons for your demand for the sum specified therein.
The guarantee shall be valid until a date 30 days from the date of issue of a satisfactory certificate of inspection and testing by the procuring UN entity.
SIGNATURE AND SEAL OF THE GUARANTOR
Name of Bank .........................................................................................................
[PLEASE ATTACH THE CONTRACT THAT WILL BE USED]
This Contract dated [date] is made
The UNITED NATIONS ENTITY FOR GENDER EQUALITY AND THE EMPOWERMENT OF WOMEN, a composite entity of the United Nations established by the United Nations General Assembly by its resolution 64/289 of 2 July 2010, with its Headquarters at 220 East 42nd Street, New York, NY 10017, USA (hereinafter referred to as “UN Women”);
[official name of company in full], duly incorporated or organized under the laws of [country], with its registered offices at [address] (hereinafter referred to as “the Contractor”);
(Both hereinafter separately and jointly referred to as the “Party” or the “Parties”).
WHEREAS, UN Women wishes to obtain the services of the Contractor as set forth below (the “Services”) in accordance with the terms and conditions set forth in this Contract (as defined below); and
WHEREAS, the Contractor represents that it possesses the requisite knowledge, skill, personnel, resources and experience and that it is fully qualified, ready, willing, and able to provide such services in accordance with the terms and conditions set forth in this Contract.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 This document and the documents listed below (“Contract Documents”) constitute the entire agreement between the Parties with regard to the subject matter hereof (“Contract”):
1.1.1 UN Women General Conditions of Contract—Contracts for the Provision of Services, annexed hereto as Annex A (“General Conditions”);
1.1.2 Terms of Reference, annexed hereto as Annex B (“TOR”) [Include a Terms of Reference setting forth the description of the Services to be procured, clearly evidencing your requirements.]
[1.1.3 Fee Schedule (the “Fee List”)]; [and]
[1.1.4 [Form of Performance Security]; [and]
[1.1.5 [other annexes that may be relevant]]
1.2 The Contract Documents are complementary of one another but in case of ambiguities, discrepancies, or inconsistencies between or among them, the following order of priority shall apply:
1.2.1 First, this document;
1.2.2 Second, Annex A;
1.2.3 Third, Annex B;
[1.2.4 Fourth, Annex C;]
[1.2.5 Fifth, Annex D;] [and]
[1.2.6… other Annexes]
1.3 This Contract embodies the entire agreement of the Parties with regard to the subject matter hereof and supersedes all prior representations, agreements, contracts and proposals, whether written or oral, by and between the Parties on this subject. No promises, understandings, obligations or agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as herein expressly set forth.
1.4 Any notice, document or receipt issued in connection with this Contract shall be consistent with the terms and conditions of this Contract and, in case of any ambiguity, discrepancy or inconsistency, the terms and conditions of this Contract shall prevail.
1.5 This Contract, and all documents, notices and receipts issued or provided pursuant to or in connection with this Contract, shall be deemed to include, and shall be interpreted and applied consistently with, the provisions of Article 16 (Settlement of Disputes) and Article 17 (Privileges and Immunities) of the General Conditions.
Effective Date and Term
2.1 This Contract shall take effect on the date both Parties have signed this Contract or if the Parties have signed it on different dates, the date of the latest signature (the “Effective Date”).
2.2 This Contract shall remain in effect until [ ]for a period of time] from the Effective Date], unless earlier terminated in accordance with the terms of this Contract (the “Initial Term”). The United Nations may, at its sole option, extend the Initial Term of this Contract, under the same terms and conditions as set forth in this Contract, for a maximum of [number] additional period[s] of up to [time period] each (the “Extended Term”). The UN shall provide a written notice of its intention to do so at least [number] days prior to the expiration of the then Initial Term.
[Optional] [2.3 Include any other relevant provisions regarding the objective or scope of the Contract.]
Representations and Warranties
3.1 The Contractor represents and warrants that:
3.1.1 it is duly organized, validly existing and in good standing;
3.1.2 it has all necessary power and authority to execute and perform this Contract;
3.1.3 the execution and performance of this Contract will not cause it to violate or breach any provision in its charter, certificate of incorporation, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument;
3.1.4 this Contract is a legal, valid and binding obligation, enforceable against it in accordance with its terms;
3.1.5 all of the information it has provided to UN Women concerning provision of the Services pursuant to this Contract is true, correct, accurate and not misleading;
3.1.6 it is financially solvent and is able to provide the Services to UN Women in accordance with the terms and conditions of the Contract;
[Optional] [3.1.7 Include any other relevant representations and warranties regarding the Contractor that are appropriate for the Services to be provided under this Contract.]
Obligations of the Contractor
4.1 The Contractor shall perform the services described in the TOR (the “Services”), in accordance with the terms and conditions of this Contract.
4.2 The Contractor shall submit to UN Women the deliverables specified hereunder according to the following schedule:
[LIST DELIVERABLES] [INDICATE DELIVERY DATES]
Progress report ../../....
Final report ../../....]
4.3. The Parties acknowledge that nothing in this Contract commits, or shall be construed as committing, UN Women to deal with the Contractor as an exclusive or sole-source supplier of the Services.
4.4 All reports shall be written in the English language, and shall describe in detail the services rendered under the Contract during the period of time covered in such report. All reports shall be transmitted by the Contractor by [mail, courier and/or fax] to the address specified in Article 17 (Notices) below.
4.5 The Contractor and its Personnel (as defined in Article 4.12 below) shall perform the Services under this Contract with the necessary care and diligence, and in accordance with the highest professional standards.
4.6 Except as expressly provided in this Contract, the Contractor shall be responsible at its sole cost for providing all the necessary Personnel, equipment, material and supplies and for making all arrangements necessary for the performance and completion of the Services under this Contract.
4.7 The Contractor shall be responsible for obtaining, at its own cost, all licenses, permits and authorizations from governmental or other authorities necessary for the performance of this Contract.
4.8 The Contractor acknowledges that (i) UN Women shall have no obligation to provide any assistance to the Contractor in performing the Services other than as expressly set forth herein and in particular the TOR; and (ii) UN Women makes no representations as to the availability of any facilities or equipment which may be helpful or useful for performing the Services.
4.9 The Contractor shall at all times keep the premises free of accumulation of waste materials or rubbish caused by its operations. At the completion of the Services, the Contractor shall remove all its waste materials, rubbish, tools, equipment, machinery and surplus materials from, on and around the premises. If the Contractor fails to clean up the premises upon the completion of the Services, the UN may do so, and the Contractor shall be liable for the costs thereof.
4.10 In addition to its obligations under Article 25 (Observance of the Law) of the General Conditions, the Contractor shall be aware of and shall comply with all applicable international standards and local labor laws, ordinances, rules, and regulations pertaining to the employment of local and international staff in connection with the Services in countries where Services will be performed and the country where the Contractor is incorporated, including, without limitation, laws, ordinances, rules and regulations associated with the payment of the employer’s portions of income tax, insurance, social security, health insurance, worker’s compensation, retirement funds, severence or other similar payments.
4.11 Except as expressly provided in this Contract, the Contractor shall be responsible at its sole cost for providing all the necessary personnel, equipment, material and supplies and for making all arrangements necessary for the performance and completion of the Services under this Contract.
4.12 Without limiting and further to Articles 2.1 and 2.2 of the General Conditions, the Contractor shall supervise and be fully responsible and liable for all work and services performed by its personnel, employees, officials, agents, servants, representatives and sub-contractors (or any of those sub-contractors’ personnel, employees, officials, agents, servants and representatives) (“Personnel”) and for their compliance with the terms and conditions of this Contract. The Contractor shall ensure that all Personnel performing Services under this Contract are qualified, reliable, competent, properly trained, and conform to the highest standards of moral and ethical conduct.
4.13 Without limiting and further to the General Conditions, the Contractor shall be fully responsible and liable for, and UN Women shall not be liable for (i) any action, omission, negligence or misconduct of the Contractor or its Personnel, (ii) any insurance coverage which may be necessary or desirable for the purpose of this Contract, or (iii) any costs, expenses, or claims associated with any illness, injury, death or disability of the Contractor’s Personnel. The obligations under this Article do not lapse upon expiration or termination of this Contract.
4.14 The Contractor shall maintain for the term of the Contract detailed financial records, which clearly identify all funds received from UN Women and expended by the Contractor for the implementation of the Contract. The Contractor shall ensure that adequate systems of internal control are put in place to ensure that the financial management of this Contract is conducted with the highest level of due diligence.
4.15 In addition to its obligations under Article 20 (Audits and Investigations) of the General Conditions, the Contractor shall promptly notify UN Women of any legitimate suspicion on the part of the Contractor of fraudulent or corrupt activities or other wrongdoing by UN Women personnel, Contractor’s personnel (including its agents or subcontractors) or by other third parties through UN Women. Such notification shall be sent to UN Women in accordance with Article 18 (Notices) of this Contract. The Contractor acknowledges and agrees that this Article 4.15 is an essential term of the Contract and that any breach of this provision shall entitle UN Women to terminate the Contract or any other contract with UN Women immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind.
4.16 The Contractor expressly acknowledges and agrees that Article 25 (Observance of the Law) of the General Conditions includes, but is not limited to, Contractor’s obligation to undertake all reasonable efforts to ensure that: (a) none of the UN Women funds received under this Contract are used to provide support to individuals or entities associated with terrorism, and (b) the recipients of any amounts provided by UN Women hereunder do not appear on the list maintained by the Security Council Committee established pursuant to resolution 1267 (1999). The list can be accessed via http://www.un.org/Docs/sc/committees/1267/1267ListEng.htm. This provision, as well as Article 25 (Observance of the Law) of the General Conditions, must be included in all sub-contracts or sub-agreements entered into by Contractor under this Contract.
4.17 Without limiting and in addition to Article 2.6 of the General Conditions, the Contractor shall ensure that its Personnel abide by all security regulations, policies and procedures of UN Women.
4.18 Without limiting and further to Article 6 (Insurance and Liability) of the General Conditions, the foregoing provisions of this Article 4, and Article 8 (Insurance) below, the Contractor shall ensure that all of its Personnel used to perform the Services in connection with this Contract are (i) medically fit to perform such Services, and (ii) adequately covered by insurance for any service related illness, injury, death or disability. The Contractor shall submit proof of such medical fitness and such insurance satisfactory to the UN before commencing any Services under this Contract.”
[Optional] [4.19 The Contractor shall perform the Services using the personnel listed as key personnel below: [List] (collectively, the “Key Personnel”).]
[Optional][4.20 …. Include any other provisions regarding the Contractor’s personnel (e.g., designation of managers, liaisons or points of contract) that are appropriate.]
5.1 In full consideration for the complete and satisfactory performance of the Services under this Contract, UN WOMEN shall pay the Contractor a price not to exceed __________ [insert currency & amount in figures and words].
5.2 The amount set forth in Article 5.1 above is the maximum total amount payable to the Contractor under this Contract, and is not a guaranteed amount. The Fee Schedule in Annex _______ [insert annex number] contains the maximum amounts per cost category that are reimbursable under this Contract; such maximum amounts are not guaranteed amounts. The Contractor shall reflect in its invoices the amount of the actual reimbursable costs incurred in the performance of the Services.
5.3 The Contractor shall not do any work, provide any equipment, materials and supplies, or perform any other services which may result in any costs in excess of the amount under Article 5.1 or of any of the amounts specified in the Fee Schedule for each cost category without the prior written agreement of _________________ [name and title], UN Women.
5.4 The Contractor shall submit itemized invoices for the work done every ___________ [insert period of time or milestones]. Invoices shall include whatever supporting documentation of the actual costs incurred is required in the Fee Schedule or may be required by [name and title], UN Women.
5.5 Progress and final payments shall be effected by UN Women to the Contractor in accordance with Article 7 (Time and Manner of Payment). Such payments shall be subject to any specific conditions for reimbursement contained in the Fee Schedule.
5.6 Without prejudice to or limiting the provisions of Article 18 (Tax Exemption) of the General Conditions, the rates for the Services provided hereunder are inclusive of all costs, expenses, charges or fees that the Contractor may incur in connection with the performance of its obligations under the Contract, including, all taxes, duties, levies, fees and other charges of any nature imposed by any authority or entity.
5.7 All stipends and other allowances, if any, to be paid by UN Women are to be compensated for at rates specified in the Contract, and if not so specified, at rates not to exceed any current rates for the stipend or allowance in question applicable to UN Women.
Submission of Invoices
6.1 The Contractor shall submit to UN Women an original copy of its invoices for all Services supplied to the UN Women in accordance with this Contract, together with such supporting documentation as is required in the preceding Article 5 (Contract Price), as follows:
[Insert address and contact details for submission of invoices].
6.2 Without limiting the requirements regarding invoices in Article 5 (Contract Price), above, the Contractor’s invoices shall specify, at a minimum, a description of the Services performed in accordance with the Contract, the unit prices in accordance with the Fee Schedule and the total price of the Services.
Time and Manner of Payment
7.1 Payments under this Contract shall be made to the Contractor thirty (30) days from receipt of the Contractor’s invoice and supporting documentation and certification by UN Women that the Services represented by the invoice have been provided and that the Contractor has otherwise performed in conformity with the terms and conditions of this Contract, unless UN Women disputes the invoice or a portion thereof. All payments due to the Contractor under this Contract shall be made by electronic funds transfer to the Contractor’s bank account, the details of which have been notified by the Contractor, as follows:
Name of Bank:
Currency of Payment:
Currency of Bank Account:
Type of Account:
7.2 Payments made in accordance with this Article shall constitute a complete discharge of UN Women’s obligations with respect to the relevant invoices or portions thereof.
7.3 Payments effected by the UN Women to the Contractor shall not relieve the Contractor of its obligations under this Contract and shall not be deemed to be acceptance by UN Women of the Contractor's performance.
7.4 The Contractor acknowledges and agrees that UN Women may withhold payment in respect of any invoice in the event that, in the opinion of UN Women, the Contractor has not performed in accordance with the terms and conditions of this Contract, or if the Contractor has not provided sufficient documentation in support of the invoice.
7.5 If UN Women disputes any invoice or a portion thereof, UN Women shall notify the Contractor accordingly, including a brief explanation of why UN Women disputes the invoice or portion thereof. With respect to disputes regarding only a portion of the invoice, UN Women shall pay the Contractor the amount of the undisputed portion in accordance with Article 7.1 above. UN Women and the Contractor shall consult in good faith to promptly resolve outstanding issues with respect to any disputed invoice. Once a dispute regarding an invoice or a portion thereof has been resolved, UN Women shall pay the Contractor the relevant amount within thirty (30) days after the final resolution of such dispute.
7.6 In addition to any rights and remedies available to it, and without prejudice to any other rights or remedies that UN Women may have under this Contract, UN Women shall have the right, without prior notice to the Contractor, any such notice being waived by the Contractor, upon any amounts becoming due and payable hereunder to the Contractor, to set off, against any amount payable by UN Women under this Contract, any payment, indebtedness or other claim (including, without limitation, any overpayment made by UN Women to the Contractor) owing by the Contractor to UN Women hereunder or under any other contract or agreement between the Parties. UN Women shall promptly notify the Contractor of such set-off and the reasons therefore, provided, however, that the failure to give such notice shall not affect the validity of such set-off.
7.7 The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract nor any accrued interest on payments withheld by UN Women in connection with a dispute.
Review; Improper Performance
8.1 UN Women reserves the right to review and inspect (including the performance of tests, as appropriate) all Services performed by the Contractor under this Contract, to the extent practicable, at all reasonable places and times during the term of this Contract. UN Women shall perform such review and inspection in a manner that will not unduly hinder the performance of the Services by the Contractor. The Contractor shall cooperate with all such reviews and inspections by UN Women, at no cost or expense to UN Women.
8.2 If any Services performed by the Contractor do not conform to the requirements of this
Contract, without prejudice to and in addition to any of UN Women’s other rights and remedies under this Contract or otherwise, UN Women shall have the following options, to be exercised in its sole discretion:
8.2.1 If UN Women determines that the improper performance can be remedied by way of re-performance or other corrective measures by the Contractor, UN Women may request the Contractor in writing to take, and the Contractor shall take, at no cost or expense to UN Women, the measures necessary to re-perform or take other appropriate actions to remedy the improperly performed Services within [number] days after receipt of the written request from UN Women or within such shorter period as UN Women may have specified in the written request if emergency conditions so require, as determined by UN Women in its sole discretion.
8.2.2 If the Contractor does not promptly take corrective measures or if UN Women reasonably determines that the Contractor is unable to remedy the improper performance in a timely manner, UN Women may obtain the assistance of other entities or persons and have corrective measures taken at the cost and expense of the Contractor. In addition, in the event of UN Women obtains the assistance of other entities or persons, the Contractor shall cooperate with UN Women and such entity or person in the orderly transfer of any Services already completed by the Contractor.
8.2.3 If UN Women, in its sole discretion, determines that the improper performance cannot be remedied by re-performance or other corrective measures by the Contractor, UN Women, at the UN’s sole discretion, may terminate the Contract in accordance with Articles 13.1 or 13.2 (second sentence) of the General Conditions, without prejudice to and in addition to any of its other rights and remedies under this Contract or otherwise.
8.3 Neither review nor inspection hereunder, nor failure to undertake any such review or inspection, shall relieve the Contractor of any of its warranty or other obligations under this Contract.
10.1 Except as otherwise specified in this Contract, all notices and other communications between the Parties required or contemplated under this Contract shall be in writing and shall be delivered either by: (i) personal delivery; (ii) recognized overnight delivery service; (iii) postage prepaid, return receipt requested, certified mail; or (iv) confirmed facsimile, transmitted to the Party for whom such notice or communication is intended, at the address or facsimile number shown below, or such other address or number as the intended recipient previously shall have designated by written notice given pursuant to this Contract:
If to the Contractor:
[Please insert address of Contractor]
If to the UN Women:
[Please insert address of UN Women]
10.2 Notices and other communications required or contemplated by this Contract delivered by mail or recognized overnight delivery service shall be effective on the date they are officially recorded by the postal or delivery service as delivered to (or refused by) the intended recipient by return receipt or equivalent. Such notices and other communications delivered by facsimile shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date indicated on the facsimile confirmation. Such notices and other communications delivered in person shall be effective on the date of actual receipt.
Any modification to this Contract shall be in accordance with Article 19 (Modifications) of the General Conditions.
12.1 Without limiting the provisions of Article 19 (Modifications) of the General Conditions, no terms or provisions of this Contract shall be deemed waived and no breach excused, unless such waiver or excuse shall be in writing and signed by the Party giving the waiver or excuse. No consent to, or excuse or waiver of, a breach of this Contract shall constitute a consent to, or excuse or waiver of, any other subsequent breach.
12.2 If any provision of this Contract shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
12.3 Headings and titles used in this Contract are for reference purposes only and shall not be deemed a part of this Contract for any purpose whatsoever.
12.4 This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument.
12.5 Unless the context otherwise clearly indicates, all references to the singular herein shall include the plural and vice versa.
12.6 This Contract and everything herein contained shall inure to the benefit of, and be binding upon, only the Parties and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have, through their authorized representatives, executed this Contract on the date herein below written.
FOR [NAME OF CONTRACTOR] FOR UN WOMEN
By: ___________________ By: ___________________
Name: ___________________ Name: ___________________
Title: ___________________ Title: ___________________
Date: ___________________ Date: ___________________