World Bank Group Purchase Order General Terms and Conditions (July 2006)

1. GENERAL The Contract Work is the delivery of goods and/or performance of services described on the front of this Purchase Order (“PO”).  “Purchaser” shall mean the International Bank for Reconstruction and Development (the World Bank), the International Finance Corporation (IFC), the Multilateral Investment Guarantee Agency (MIGA), or the International Development Association (IDA), whichever appears on the front top right hand corner of this PO. Purchaser will rely on Vendor’s: (a) delivery of goods, (b) commencement of performance of services; (c) acceptance of payment, or signature as evidence of Vendor’s unqualified acceptance of the terms and conditions of this PO, which include these General Terms and Conditions and Special Terms and Conditions appearing on the front of this PO. Additional or different terms and conditions proposed by Vendor shall be void and of no effect unless accepted in writing by the Purchaser.  General Terms and Conditions that apply only to provision of goods or to the performance of services are noted below.

2. PACKAGING (Goods Only) Vendor is requested to provide 24-hour advanced delivery notice via Email to Purchaser’s Receiving/Loading Dock for all domestic orders.  Vendor shall provide proper and adequate packaging in accordance with commercial best practice to ensure that material shipped to the Purchaser will be free of damage. Vendor shall use commercially reasonable efforts to utilize recycled and/or recyclable packaging materials. Expenses incurred by the Purchaser due to Vendor's noncompliance with such instructions will be for the Vendor’s account. The Purchaser reserves the right to reject any and all shipments deemed by the Purchaser to have been inadequately packaged.

3. TITLE (Goods Only) Vendor represents and warrants that Vendor has title to the goods and is fully qualified to sell, lease, or license such goods.

4. DELIVERY Delivery and/or performance must be completed within the term stated on this PO. Otherwise, the Purchaser reserves the right to cancel this PO without liability and to charge Vendor with any loss incurred as a result of Vendor's failure to fulfill its obligation to deliver within the term specified.

5. ACCEPTANCE:  Purchaser shall have 30 calendar days after receipt of goods or performance of services to accept or reject them as non-conforming with this PO.  Rejected goods will be returned to Vendor, transportation charges collect, or held by Purchaser for disposition at Vendor's risk and expense. Based on an inspection of a valid sample, the Purchaser may reject the Contract Work in whole or in part. The Purchaser may charge Vendor the cost of inspecting rejected Contract Work. Vendor agrees that the Purchaser's payment under this PO shall not be deemed acceptance of any goods or services delivered hereunder. Failure to reject within 30 days shall be deemed acceptance.  Acceptance shall not relieve the Vendor of warranty obligations or liability for latent defects.

6. WARRANTIES Vendor warrants that the goods and services conform to the requirements of this PO and that goods are free from defects in material and workmanship for a period not less than 12 months from the date of acceptance.  The Purchaser's continued use of goods or services after notifying Vendor of their failure to conform to the PO or breach of warranty will not be considered a waiver of the Purchaser’s right to a remedy.

7. PAYMENT DISCOUNTS The Purchaser shall determine whether it is entitled to any prompt payment discount offered by Vendor by computing the applicable time period from the date of Vendor's delivery to the place of acceptance or from the date of receipt of a correct invoice at the location specified herein, whichever is later, to the date on which the Purchaser mails, wires, or transmits its payment.

8. PERFORMANCE STANDARD The Vendor shall provide goods or services in: 1) an efficient, safe, courteous, and businesslike manner; 2) in accordance with any specific instructions issued by the Purchaser; and 3) in accordance with the highest professional and ethical standards applicable in Vendor’s industry, having due regard for the nature and purposes of the Purchaser as an international organization.  Vendor represents and warrants that it is in compliance with all laws and regulations applicable to the provision of the goods and services called for by this PO.  Vendor shall perform the Contract Work as an independent contractor.  The Vendor’s employees shall not act as agents or employees of the Purchaser.

9. OWNERSHIP OF DELIVERABLE WORK (Services Only) The deliverables and other creative work of Vendor called for by this PO, including all written, graphic, audio, visual, and any other materials, whether on paper, disk, tape, digital file, or any other media (the "Deliverable Work") is being specially commissioned as work made for hire in accordance with the copyright laws of the United States. The Purchaser is the proprietor of the Deliverable Work from the time of its creation and owns all right, title, and interest therein throughout the world including, without limitation, the copyright and all related rights. To the extent that it is determined that the Deliverable Work does not qualify as a work made for hire within the meaning of the copyright laws of the United States, then Vendor hereby irrevocably transfers and assigns to the Purchaser all of its right, title, and interest, throughout the world and in perpetuity, in and to the Deliverable Work, including without limitation all of its right, title, and interest in copyright and related rights free of any claim by Vendor or any other person or entity. Vendor retains any rights it may have to preexisting materials used in the production of the Deliverable Work.

10. SAFETY Vendors shall ensure that all Vendor personnel observe and comply with all applicable safety rules including those specified by the Vendor, the Purchaser, and the Bank’s Fire, Safety, and Security Regulations.  Vendors shall ensure that any work areas assigned by the Purchaser to Vendor are cleaned daily, and remain free of hazards. The Fire, Safety and Security Regulations can be found on the Purchaser’s Web site at https://secure.worldbank.org/vendorkiosk/.

11. INFORMATION SECURITY POLICY Vendors using Purchaser systems or accessing Purchaser information, electronic or otherwise shall abide by all World Bank Group policies and procedures, as defined in the World Bank Group's Information Security Policy for Contractors and shall ensure that all Vendor and subcontractor staff comply with its provisions.  The Information Security Policy for Contractors can be found on the Purchaser’s Web site at  www.worldbank.org.

12. CONFIDENTIALITY Vendor shall keep confidential all work and services carried out hereunder for the Purchaser and shall not disclose to third parties information concerning the work performed under this PO without the written permission of Purchaser, provided that the obligation to maintain confidentiality shall not apply to any information that was in Vendor’s possession prior to commencement of work under this PO.  Information Vendor has designated in writing as proprietary or confidential will be treated by the Purchaser in the same manner as the Purchaser treats its own proprietary or confidential information. Vendor shall include the contents of this Article in all subcontracts and consulting agreements entered into by Vendor for the performance of work under this PO.

13. USE OF PURCHASER’S NAME Vendor may not use the Purchaser’s name, Purchaser's logo, nor discuss any of the work performed by the Vendor for the Purchaser, without the prior written approval of the Purchaser.

14. CLOSE RELATIVES AND FORMER PURCHASER STAFF Vendor shall use its best efforts to not assign to this PO any of Vendor’s employees or its subcontractor’s employees who are relatives of current Purchaser staff. For purposes of this clause, relative is defined as (including those related by adoption and/or step or half relationships): mother, father, sister, brother, son, daughter, aunt, uncle, niece and, nephew.  In the event the Purchaser or Vendor discover that any of Vendor’s or its subcontractors’ employees are close relatives of a current Purchaser staff member, Purchaser may direct Vendor to promptly replace said employee(s) at no additional cost to Purchaser, with an employee having equivalent skills at no additional cost to the Purchaser. Vendor shall also reimburse the Purchaser for any actual direct costs incurred by the Purchaser resulting from a knowing violation of this Article. Vendor shall notify the Purchaser of any of its employees or its subcontractor’s employees it intends to assign to provide services under this PO that are former Purchaser staff members to determine whether that employee is subject to any work restrictions by virtue of their former employment with the Purchaser.

15. ANTI-TERRORISM Vendor and all Subcontractors shall use reasonable efforts to ensure that funds paid to Vendor and Subcontractor(s) by the Purchaser are not used to finance, support, or conduct terrorism.

16. BACKGROUND INVESTIGATIONS (Services Only) Prior to employing individuals to perform services under this PO on Purchaser premises, Vendor agrees to perform the following background investigation, at its own expense, and maintain the result of the investigation in its employee’s and its subcontractors’ employee’s file: (a) Criminal records search over the last seven (7) years; search will be conducted in all jurisdictions where Social Security check indicated individual worked and jurisdictions where individual indicated maintaining residence; (b) Employment history verification, including dates of employment performance, salary, job title, and eligibility for re-hire, etc.; and (c) Verification of Social Security Numbers to ensure they are valid and issued in the corresponding name. Vendor shall represent and warrant that its employees and its subcontractors’ employees assigned to work on Purchaser premises (i) have not been convicted of a crime during the last seven (7) years; and (ii) have a valid Social Security Number or work permit. For purposes of this sub-article, the term “Crime” shall mean a crime that, if committed in the District of Columbia, would be classified as a felony.

17. AUDIT Vendor agrees to maintain, in accordance with sound and generally accepted accounting practices, records supporting all amounts invoiced under this PO. Vendor shall make such records available to the Purchaser or the Purchaser's designated representative at all reasonable times until the expiration of three (3) years after the date of final payment, for the purpose of auditing this PO.  In the event an audit determines that Purchaser has overpaid Vendor, Vendor shall reimburse the Purchaser, within thirty (30) days after receipt of a written request thereof, the amount of any such overpayment.

18. INSURANCE Vendor shall procure and maintain during the entire period of performance of this agreement, any insurance required by law, and also:

1. Worker's Compensation Insurance - In the District of Columbia or any other location where Purchase Order work will be performed.
   
2. Employer's Liability Insurance - in the minimum amount of $500,000 per incident, including coverage for occupational diseases if not compensable under Worker's Compensation.
   
3. Automobile Liability Insurance - in the minimum amount of $500,000 Combined Single Limit for Bodily Injury and Property Damage.  The Purchaser shall be named as an additional insured.
   
4. Commercial General Liability Insurance - For all operations including Contingent Liability coverage for subcontractors, Products and Completed Operations, Broad Form CGL Endorsement and Contractual liability (to cover assumption of liability under this Purchase Order) with minimum limits of $2 million per occurrence. The Purchaser shall be named as an additional insured.
   
5. Errors & Omissions or other Professional Liability Insurance (Services Only) - Sufficient to cover Professional services rendered hereunder, minimum of US $200,000.Upon request, Vendor shall furnish evidence to the Purchaser of these insurances.
   

19. INDEMNIFICATION Vendor agrees to hold harmless and indemnify the Purchaser, its officers, agents, and employees, against and from all claims, liability, and damages of any kind and description arising from Vendor’s negligence, wrongful acts or omissions, or breach of the terms of this PO. The obligations set out herein shall survive the expiration or termination of this PO.

20. INDEMNIFICATION FOR INFRINGEMENT Vendor agrees, if asked by Purchaser, to defend the Purchaser against all claims, suits, actions, or proceedings involving intellectual property infringement in which the Purchaser is named a defendant or co-defendant, including but not limited to, actual or alleged infringement of any United States or foreign patent, trademark, copyright, or trade secret, resulting from the Purchaser’s use of the goods or services acquired hereunder. Vendor also agrees to pay for any costs of such defense, including legal fees; and further agrees to pay and discharge any judgments, awards, or decrees which may be rendered in any such suit, action, or proceeding against the Purchaser for such alleged infringement. If the Purchaser is prevented from using the goods or services provided hereunder, Vendor shall repurchase said items from the Purchaser at the original price, plus transportation, installation (if any), and all other costs relating to the acquisition thereof.

21. CONFLICT OF INTERESTS Vendor and Vendor’s employees, subcontractors, and subcontractor’s employees shall, during the term of the PO, strictly avoid carrying out any other assignments that may conflict with vendor’s obligations under this PO.  Vendor warrants that at the time of signing the contract, vendor and its subcontractors are not engaged any assignments that would violate this Article.  Vendor warrants that no official of the Purchaser or its Member Governments has received or will be offered by Vendor any direct or indirect benefit arising from this PO or the award thereof.  Vendor agrees that breach of this provision is cause for termination of this PO for default.

22. ASSIGNMENT Vendor shall not assign this PO or any moneys due or to become due to it hereunder, without the prior written consent by the Purchaser. However, Vendor agrees and consents to the Purchaser's assignment of this PO to any agent the Purchaser may designate in written notice to the Vendor.

23. DISPUTES Any dispute or difference arising out of, or in connection with, this PO which cannot be amicably settled between the parties shall be arbitrated in Washington D.C. under the Rules of Commercial Arbitration of the American Arbitration Association by one arbitrator appointed in accordance with said rules.  In resolving a dispute hereunder, the parties agree that the PO will be interpreted in accordance with the substantive laws of the District of Columbia. The resulting arbitral decision shall be final and binding on both parties. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof. Pending final resolution of any claim, dispute, or action arising under or related to this PO, Vendor shall proceed diligently with the performance of this PO, if asked to do so by Purchaser.

24. TERMINATION FOR CONVENIENCE The Purchaser may terminate the PO, in whole or in part, at any time for its convenience.  Notice of such termination shall be sent to Vendor in writing and shall state that termination is for the Purchaser’s convenience, the extent to which delivery or performance under the PO is terminated, and the termination date.  Unless otherwise instructed by the Purchaser, Vendor shall stop work immediately on receipt of notice. For delivery or performance that has been performed by the Vendor in accordance with the PO terms, prior to the effective date of termination, the Purchaser shall pay Vendor at the PO prices and in accordance with the PO.

25. TERMINATION FOR DEFAULT If Vendor fails to deliver the Contract Work within the time period(s) specified or in the manner required by the PO, and/or if the Contract Work does not conform, in all respects, to the requirements of this PO, or Vendor becomes insolvent or unable to meet its payment obligations when due, or breaches any representations or warranties made under this PO, the Purchaser will give Vendor written notice describing the reasons for default and a reasonable opportunity to cure. If the Vendor does not cure the default within the period specified, the Purchaser may terminate the PO for default by written notice, specifying the reasons for the default, the portion(s) of the PO defaulted, and the effective date of default.  If Vendor is identified on any terrorist sanctions list monitored by the Purchaser, including but not limited to the United Nations 1267 sanctions list, the United States Executive Order 13224 sanctions list, and the United Kingdom terrorist sanctions list, the Purchaser may terminate this Contract for Default upon written notice to the Vendor.

26. FORCE MAJEURE The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under, this Purchase Order insofar as such liability arises from an event of Force Majeure, provided that the Party affected by such an event takes all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Purchase Order. A “Force Majeure” is an event beyond the reasonable control of a Party which makes that Party’s performance impossible or so impractical as reasonably to be considered impossible and includes, but is not limited to war, riot, civil disorder, earthquake, fire, explosion, flood or other adverse weather conditions, strikes, or confiscation or any other action by governments.

27. SEVERABILITY Any provision of this PO prohibited by the laws of any jurisdiction shall be, as to such jurisdiction, ineffective to the extent of such prohibition, without invalidating the remaining provisions of this PO.

28. PRESERVATION OF IMMUNITIES Nothing herein shall constitute or be considered to be a limitation upon or a waiver of the privileges and immunities of the International Bank for Reconstruction and Development, Multilateral Investment Guarantee Agency, International Finance Corporation, International Development Agency, and International Center for the Settlement of Investment Disputes, which are specifically reserved.

29. RIGHT TO MODIFY No modification of this PO shall be valid unless in writing and signed by an authorized representative of the Purchaser. Vendor may not change any aspect of this PO without the Purchaser's prior written consent.