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Health Sector Goods - Section V. Special Conditions of Contract

Section V. Special Conditions of Contract 

Notes on the Special Conditions of Contract

Similar to the Bid Data Sheet in Section II, the clauses in this Section V are intended to assist the Purchaser in providing Contract-specific information in relation to corresponding clauses in the General Conditions of Contract (GCC).

The provisions of Section V complement the GCC included in Section IV, specifying contractual requirements linked to the special circumstances of the Purchaser, the Purchaser¬タルs country, the sector, and the Goods purchased. In preparing this section, the following aspects should be checked:

  1. The correct version of the Special Conditions of Contract must be used as a base, dependent upon the type of Goods being procured.
  2. Information that complements provisions of Section IV, GCC, must be incorporated
  3. Amendments and/or supplements to provisions of Section IV, GCC, as necessitated by the circumstances of the specific purchase, must also be incorporated.

Table of Clauses

1. Definitions (GCC Clause 1)
2. Application (GCC Clause 2)
3. Country of Origin (GCC Clause 3)
4. Standards (GCC Clause 4)
5. Use of Contract Documents and Information (GCC Clause 5)
6. Certification of Goods in Accordance with Laws of the Purchaser¬タルs Country (GCC Clause 6)
7. Patent Rights (GCC Clause 7)
8. Performance Security (GCC Clause 8)
9. Inspections and Tests (GCC Clause 9)
10. Packing (GCC Clause 10)
11. Delivery and Documents (GCC Clause 11)
12. Insurance (GCC Clause 12)
13. Transportation (GCC Clause 13)
14. Incidental Services (GCC Clause 14)
15. Warranty (GCC Clause 15)
16. Payment (GCC Clause 16)
17. Prices (GCC Clause 17)
18. Change Orders (GCC Clause 18)
19. Contract Amendments (GCC Clause 19)
20. Assignment (GCC Clause 20)
21. Delays in the Supplier¬タルs Performance (GCC Clause 21)
22. Liquidated Damages (GCC Clause 22)
23. Termination for Default (GCC Clause 23)
24. Force Majeure (GCC Clause 24)
25. Termination for Insolvency (GCC Clause 25)
26. Termination for Convenience (GCC Clause 26)
27. Settlement of Disputes (GCC Clause 27)
28. Limitation of Liability (GCC Clause 28)
29. Governing Language (GCC Clause 29)
30. Applicable Law (GCC Clause 30)
31. Notices (GCC Clause 31)
32. Taxes and Duties (GCC Clause 32)

Pharmaceuticals
11. Delivery and Documents (GCC Clause 11)

Vaccines
11. Delivery and Documents (GCC Clause 11)
15. Warranty (GCC Clause 15)

Condoms
9. Inspections and Tests (GCC Clause 9)
11. Delivery and Documents (GCC Clause 11)

Special Conditions of Contract

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

[Instructions for completing the Special Conditions of Contract are provided as needed in the notes in italics mentioned for the relevant SCC. Where sample provisions are furnished, they are only illustrative of the provisions that the Purchaser should draft specifically for each procurement.]

1. Definitions (GCC Clause 1)

GCC 1.1 (i)

The Purchaser is: [ insert: name of Purchaser ].

GCC 1.1 (j)

The Purchaser¬タルs country is: [ insert: name of Purchaser¬タルs country ].

GCC 1.1 (o)

The Supplier is: [ insert: name of Supplier ].

GCC 1.1 (n)

The Site is/are: [ insert, if applicable: identity of Site, street address and city, or insert: "as specified in the Schedule of Requirements" ].

GCC 1.1 (f)

The end user is: [ insert, if applicable: the organization(s) stated in the Schedule of Requirements, where the Goods will be used ].

2. Application (GCC Clause 2)

GCC 2

[ insert: necessary and appropriate clauses, or state: "There are no Special Conditions of Contract applicable to GCC Clause 2." ]

3. Country of Origin (GCC Clause 3)

GCC 3.1

The Bank maintains a list of countries whose Bidders, Goods, and Services are not eligible to participate in procurement financed by the Bank. This list is updated regularly, and it is available from the Public Information Center of the World Bank. A copy of this list is contained in the section of the Bidding Documents entitled "Eligibility for the Provisions of Goods, Works, and Services in Bank-Financed Procurement."

4. Standards (GCC Clause 4)

GCC 4

[ insert: necessary and appropriate clauses, or state: "There are no Special Conditions of Contract applicable to GCC Clause 4." ]

5. Use of Contract Documents and Information (GCC Clause 5)

GCC 5

[ insert: necessary and appropriate clauses, or state: "There are no Special Conditions of Contract applicable to GCC Clause 5." ]

6. Certification of Goods in Accordance with Laws of the Purchaser¬タルs Country
(GCC Clause 6)

GCC 6.1

[ insert: details of registration and other certification necessary to prove registration in Purchaser¬タルs country. ]

GCC 6.2

The Effective Date of the Contract is [ insert: date of Contract signing if EITHER: (i) the Goods have already been registered at the time of Contracting signing OR (ii) registration of the Goods is not a requirement under the Applicable Law. Otherwise, delete and insert "NOT USED." ]

GCC 6.3

The time period shall be [ insert: a number greater than 30 ] days.
[ If not used, delete and insert "NOT USED." ]

7. Patent Rights (GCC Clause 7)

GCC 7

[ insert: necessary and appropriate clauses, or state: "There are no Special Conditions of Contract applicable to GCC Clause 7." ]

8. Performance Security (GCC Clause 8)

GCC 8.1

Performance security shall be for an amount equal to [ insert: number ].

Note: Five (5) to ten (10) percent of the Contract Price is a reasonable amount.

GCC 8.4

[ insert: any additional requirement related to the discharge of the performance security, or state: "There are no Special Conditions of Contract applicable to GCC Sub-Clause 8.4." ]

9. Inspections and Tests (GCC Clause 9)

GCC 9.1

[ insert: any additional requirement related to the inspections and tests, or state: "There are no Special Conditions of Contract applicable to GCC Sub-Clause 9." ]

10. Packing (GCC Clause 10)

GCC 10.2

[ insert: any necessary additional requirements with respect to packing and marking or state that additional requirements are indicated in the Technical Specifications. ]

11. Delivery and Documents (GCC Clause 11)

GCC 11.1 & 11.3

Sample provision (CIF/CIP terms)

For Goods supplied from abroad:

Upon shipment, the Supplier shall notify the Purchaser and the insurance company in writing the full details of the shipment including Contract number, description of the Goods, quantity, date and place of shipment, mode of transportation, and estimated date of arrival at place of destination. In the event of Goods sent by airfreight, the Supplier shall notify the Purchaser a minimum of forty-eight (48) hours ahead of dispatch, the name of the carrier, the flight number, the expected time of arrival, and the waybill number. The Supplier shall fax and then send by courier the following documents to the Purchaser, with a copy to the insurance company:

    (i) three originals and two copies of the Supplier¬タルs invoice, showing Purchaser as [ enter correct description of Purchaser for customs purposes ]; the Contract number, loan number, Goods description, quantity, unit price, and total amount. Invoices must be signed in original, stamped, or sealed with the company stamp/seal;

    (ii) one original and two copies of the negotiable, clean, on-board through bill of lading marked "freight prepaid" and showing Purchaser as [ enter correct name of Purchaser for customs purposes ] and Notify Party as stated in the Contract, with delivery through to final destination as per the Schedule of Requirements and two copies of non-negotiable bill of lading, or three copies of railway consignment note, road consignment note, truck or air waybill, or multimodal transport document, marked "freight prepaid" and showing delivery through to final destination as per the Schedule of Requirements;

    (iii) four copies of the packing list identifying contents of each package;

    (iv) copy of the Insurance Certificate, showing the Purchaser as the beneficiary;

    (v) one original of the manufacturer¬タルs or Supplier¬タルs Warranty Certificate covering all items supplied;

    (vi) one original of the Supplier¬タルs Certificate of Origin covering all items supplied;

    (vii) original copy of the Certificate of Inspection furnished to Supplier by the nominated inspection agency and six copies (where inspection is required);

    (viii) any other procurement-specific documents required for delivery/payment purposes.

For Goods from within the Purchaser¬タルs country:

Upon or before delivery of the Goods, the Supplier shall notify the Purchaser in writing and deliver the following documents to the Purchaser:

    (i) two originals and two copies of the Supplier¬タルs invoice, showing Purchaser, the Contract number, loan number; Goods¬タル description, quantity, unit price, and total amount. Invoices must be signed in original and stamped or sealed with the company stamp/seal;

    (ii) two copies of delivery note, railway consignment note, road consignment note, truck or air waybill, or multimodal transport document showing Purchaser as [ enter correct name of Purchaser for customs purposes ] and delivery through to final destination as stated in the Contract;

    (iii) copy of the Insurance Certificate, showing the Purchaser as the beneficiary;

    (iv) four copies of the packing list identifying contents of each package;

    (v) one original of the manufacturer¬タルs or Supplier¬タルs Warranty certificate covering all items supplied;

    (vi) one original of the Supplier¬タルs Certificate of Origin covering all items supplied;

    (vii) original copy of the Certificate of Inspection furnished to Supplier by the nominated inspection agency and six copies (where inspection is required)

    (viii) other procurement-specific documents required for delivery/payment purposes.

Note: In the event that the documents presented by the Supplier are not in accordance with the Contract, then payment will be made against issue of the Acceptance Certificate, to be issued in accordance with SCC 9 (GCC 9) above.

12. Insurance (GCC Clause 12)

GCC 12.1

The insurance shall be in an amount equal to 110 percent of the CIF or CIP value of the Goods from "warehouse" to "warehouse" on "All Risks" basis, including war risks and strikes (only if contract placed on CIF or CIP basis).

13. Transportation (GCC Clause 13)

GCC 13

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 13." ]

14. Incidental Services (GCC Clause 14)

GCC 14.1

Incidental services to be provided are:

[Sample clauses]

    (a) The Supplier shall provide all necessary licenses and permissions for use of the Goods in the Purchaser¬タルs country that may be required for the Goods. The cost shall be deemed included in the Contract Price.

    (b) The Supplier shall provide such other services as are stated in the Technical Specifications. [ insert: sections of the Technical Specifications where the services are listed. ]

15. Warranty (GCC Clause 15)

GCC 15.1

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 15." ]

GCC 15.4

The period for the replacement of defective goods is: [ insert period for replacement of defective goods ].

16. Payment (GCC Clause 16)

GCC 16.1 & 16.4

[Sample provision]

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

Payment for Goods supplied from abroad:

Payment of foreign currency portion shall be made in [ insert: currency of the Contract Price ] in the following manner:

    (i) Advance Payment: Ten (10) percent of the Contract Price shall be paid within thirty (30) days of signature of Contract and receipt of the Performance Guarantee, upon submission of an invoice (showing Purchaser¬タルs name; the Contract number, loan number; description of payment and total amount, signed in original, stamped or sealed with the company stamp/seal) and a bank guarantee in the form provided in Section VIII, Advance Payment Bank Guarantee.

    (ii) On Shipment: Eighty (80) percent of the Contract Price of the Goods shipped shall be paid through irrevocable confirmed letter of credit opened in favor of the Supplier in a bank in its country, upon submission of documents specified in GCC Clause 11 or, alternatively, at the Supplier¬タルs option, within thirty (30) days of submission of documents specified in GCC Clause 11 above by direct bank transfer to the Supplier¬タルs nominated bank account. Opening charges and charges for amendment of the letter of credit at the request of or due to a fault or default of the Purchaser are for the account of the Purchaser. Confirmation charges and charges for amendment to letters of credit at the request of or due to a fault or default on behalf of the Supplier are for the account of the Supplier.

    (iii) On Acceptance: Ten (10) percent of the Contract Price of Goods received shall be paid within thirty (30) days of receipt of the Goods upon submission of an invoice (showing Purchaser¬タルs name; the Contract number, loan number; description of payment and total amount, signed in original, stamped or sealed with the company stamp/seal) supported by the Acceptance Certificate issued by the Purchaser.

Payment of local currency portion shall be made in [ insert: currency ] within thirty (30) days of presentation of an invoice (showing Purchaser¬タルs name; the Contract number, loan number; description of payment and total amount, signed in original, stamped or sealed with the company stamp/seal) supported by the Acceptance Certificate issued by the Purchaser.

Payment for Goods and Services supplied from within the Purchaser¬タルs country:

Payment for Goods and Services supplied from within the Purchaser¬タルs country shall be made in [ insert: currency ], as follows:

    (i) Advance Payment: Ten (10) percent of the Contract Price shall be paid within thirty (30) days of signature of Contract and receipt of the Performance Guarantee, upon submission of an invoice (showing Purchaser¬タルs name; the Contract number, loan number; description of payment and total amount, signed in original, stamped or sealed with the company stamp/seal) and a bank guarantee in the form provided in Section VIII, Advance Payment Bank Guarantee.

    (ii) On Shipment: Eighty (80) percent of the Contract Price of the Goods shipped shall be paid within 30 days of submission of documents specified in GCC Clause 11 above by direct bank transfer to the Supplier¬タルs nominated bank account.

    (iii) On Acceptance: Ten (10) percent of the Contract Price of Goods received shall be paid within thirty (30) days of receipt of the Goods upon submission of an invoice (showing Purchaser¬タルs name; the Contract number, loan number; description of payment and total amount, signed in original, stamped or sealed with the company stamp/seal) supported by the Acceptance Certificate issued by the Purchaser.

[Please note that percentages may be changed to meet procurement specific requirements or trade norms.]

17. Prices (GCC Clause 17)

GCC 17.1

[Sample provision]

Prices shall be fixed and firm for the duration of the Contract.

18. Change Orders (GCC Clause 18)

GCC 18

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 18." ]

19. Contract Amendments (GCC Clause 19)

GCC 19

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 19." ]

20. Assignment (GCC Clause 20)

GCC 20

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 20." ]

21. Delays in the Supplier¬タルs Performance (GCC Clause 21)

GCC 21

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 21." ]

22. Liquidated Damages (GCC Clause 22)

GCC 22.1

[ insert: applicable rate ]

[ insert: maximum deduction ]

Note: Applicable rate shall not exceed one-half (0.5) percent per week, and the maximum shall not exceed ten (10) percent of the Contract Price.

23. Termination for Default (GCC Clause 23)

GCC 23

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 23." ]

24. Force Majeure (GCC Clause 24)

GCC 24

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 24." ]

25. Termination for Insolvency (GCC Clause 25)

GCC 25

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 25." ]

26. Termination for Convenience (GCC Clause 26)

GCC 26

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 26." ]

27. Settlement of Disputes (GCC Clause 27)

GCC 27.2.2

The dispute resolution mechanism to be applied pursuant to GCC Sub-Clause 27.2.2 shall be as follows:

    (a) Contracts with foreign Supplier:

    [For Contracts entered into with foreign Supplier, International commercial arbitration may have practical advantages over other dispute settlement methods. The World Bank should not be named as arbitrator, nor should it be asked to name an arbitrator. Among the rules to govern the arbitration proceedings, the Employer may wish to consider the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules of 1976, the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC), the Rules of the London Court of International Arbitration or the Rules of Arbitration Institute of the Stockholm Chamber of Commerce.]

    If the Purchaser chooses the UNCITRAL Arbitration Rules, the following sample clause should be inserted:

    GCC 27.2.2 (a)- Any dispute, controversy, or claim arising out of or relating to this Contract, or breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force.

    If the Purchaser chooses the Rules of ICC, the following sample clause should be inserted:

    GCC 27.2.2 (a)- All disputes arising in connection with the present Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules.

    If the Purchaser chooses the Rules of Arbitration Institute of Stockholm Chamber of Commerce, the following sample clause should be inserted:

    GCC 27.2.2 (a)- Any dispute, controversy, or claim arising out of or in connection with this Contract, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

    If the Purchaser chooses the Rules of the London Court of International Arbitration, the following clause should be inserted:

    GCC 27.2.2 (a)- Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference to this clause.

    (b) Contracts with Supplier national of the Purchaser¬タルs country:

    In the case of a dispute between the Purchaser and a Supplier who is a national of the Purchaser¬タルs country, the dispute shall be referred to adjudication or arbitration in accordance with the laws of the Purchaser¬タルs country.

    [ The bidding documents should contain one clause to be retained in the event of a Contract with a foreign Supplier and one clause to be retained in the event of a Contract with a Supplier who is a national of the Purchaser¬タルs country. At the time of finalizing the Contract, the respective applicable clause should be retained in the Contract. The following explanatory note should therefore be inserted as a header to SCC 27.2.2 in the bidding document.

    "Clause 27.2.2 (a) shall be retained in the case of a Contract with a foreign Supplier and Clause 27.2.2 (b) shall be retained in the case of a Contract with a national of the Purchaser¬タルs country." ]

28. Limitation of Liability (GCC Clause 28)

GCC 28

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 28." ]

29. Governing Language (GCC Clause 29)

GCC 29.1

[ insert: the governing language ]

30. Applicable Law (GCC Clause 30)

GCC 30.1

The Contract shall be interpreted in accordance with the laws of the:
[ insert: name of country ].

31. Notices (GCC Clause 31)

GCC 31.1

[ insert: the Purchaser¬タルs address for notice purposes ]

[ insert: the Supplier¬タルs address for notice purposes ]

32. Taxes and Duties (GCC Clause 32)

GCC 32

[ insert: necessary and appropriate clauses, or state "There are no Special Conditions of Contract applicable to GCC 32." ]

Special Conditions of Contract
Pharmaceuticals

(Additional Clauses)

The below data should be included in the Special Conditions of Contract used in Bidding Documents for the procurement of pharmaceuticals.

11. Delivery and Documents (GCC Clause 11)

GCC 11.1 & 11.3

For Goods supplied from abroad:

    (ix) One original of the Certificate of Pharmaceutical Product as recommended by the WHO for each of the items supplied.

    (x) Certificate of quality control test results in conformity with the World Health Organization "Certification Scheme on the Quality of Pharmaceutical Products Moving in International Trade" stating quantitative assays, chemical analysis, sterility, pyrogen content, uniformity, microbial limit, and other tests as appropriate to the Goods.

    (xi) Original copy of the certificate of weight issued by the port authority/licensed authority and six copies.

 

 

Special Conditions of Contract
Vaccines
(Additional Clauses)

The below data should be included in the Special Conditions of Contract used in Bidding Documents for the procurement of vaccines.

11. Delivery and Documents (GCC Clause 11)

GCC 11.1 & 11.3

For Goods supplied from abroad:

    (ix) one copy of the Lot Release Certificate issued by the NCA of the country of manufacture for each lot shipped.

    (x) Certificate of quality control test results in conformity with the World Health Organization "Certification Scheme on the Quality of Pharmaceutical Products Moving in International Trade" stating quantitative assays, chemical analysis, sterility, pyrogen content, uniformity, microbial limit, and other tests as appropriate to the Goods.

    (xi) Original copy of the certificate of weight issued by the port authority/licensed authority and six copies.

For Goods from within the Purchaser¬タルs country:

    (x) one copy of the Lot Release Certificate issued by the NCA of the country of manufacture for each lot shipped.

15. Warranty (GCC Clause 15)

GCC 15.1

[Sample clauses]

The Purchaser reserves the right to request evidence of bio-availability and/or bio-equivalence data and/or evidence of the basis for expiration dating and other stability data concerning the Goods to verify shelf life claimed for the Goods.

If an adverse event following immunization (AEFI) occurs in the Purchaser¬タルs country and the cause of such event cannot be immediately established, the Purchaser will, with all urgency and in accordance with the procedures laid down by the NCA of the Purchaser¬タルs country, take steps to advise the Supplier in order that an investigation may be launched immediately. If the vaccine has been supplied through an agency of the United Nations, the most current procedures laid down by the WHO for such situations will be used.

 

Special Conditions of Contract
Condoms
(additional clauses)

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

9. Inspections and Tests (GCC Clause 9)

GCC 9

    (d) The Supplier shall test batches of Goods ready for shipment in accordance with the WHO specification. The size of the sample for testing will be calculated by reference to ISO2859-1. With each consignment, the Supplier must provide a certificate of quality control test results in conformity with the standards laid down in ISO 2859-1 and in accordance with the general sampling levels appropriate to each feature as necessary. The Supplier will bear the cost of such tests.

11. Delivery and Documents (GCC Clause 11)

GCC 11.1 & 11.3

For Goods supplied from abroad:

    (ix) original copy of quality control tests for each consignment as stated in SCC 9 above.

    (x) original copy of the certificate of inspection furnished to Supplier by nominated inspection agency and six copies
    [ where separate inspection is required ].

For Goods from within the Purchaser¬タルs country:

    (ix) certificate of in-house analysis.



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