Procurement of Textbooks & Reading Material, Section IX. Contract Forms

Agreement

THIS AGREEMENT made the ________ day of ________________________, _____, between ______________________________________of __________________________ (hereinafter "the Purchaser"), of the one part, and __________________________________ of ______________________________ (hereinafter "the Supplier"), of the other part:
WHEREAS the Purchaser invited bids for certain Textbooks and Related Services, viz., ____________________________________________________________________ and has accepted a Bid by the Supplier for the supply of those Textbooks and Related Services in the sum of ________________________________________________________ (hereinafter "the Contract Price").

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Contract referred to.

2. The following documents shall be deemed to form and be read and construed as part of this Agreement, viz.:

(a) the Purchaser's Notification to the Supplier of award of Contract;
(b) the Bid Submission Sheet and the Price Schedules submitted by the Supplier;
(c) the Special Conditions of Contract;;
(e) the General Conditions of Contract;
(f) the Schedule of Requirements and
(g) _________________________________________________________.

This Contract shall prevail over all other Contract documents. In the event of any discrepancy or inconsistency within the Contract documents, then the documents shall prevail in the order listed above.

3. In consideration of the payments to be made by the Purchaser to the Supplier as indicated in this Agreement, the Supplier hereby covenants with the Purchaser to provide the Textbooks and Related Services and to remedy defects therein in conformity in all respects with the provisions of the Contract.

4. The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the Textbooks and Related Services and the remedying of defects therein, the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

IN WITNESS whereof the parties hereto have caused this Agreement to be executed in accordance with the laws of _____________________________ on the day, month and year indicated above.

 

Signed by ________________________________________________ (for the Purchaser)

Signed by __________________________________________________ (for the Supplier)

 

Performance Security

 

Beneficiary: ___________________

Date: ________________

PERFORMANCE GUARANTEE No.: _________________

We have been informed that ___________ (hereinafter called "the Supplier") has entered into Contract No. ________________ dated ____________ with you, for the supply of ___________________ (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, a performance guarantee is required.

At the request of the Supplier, we _____________ hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of _________ ( _ )³ upon receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier is in breach of its obligation(s) under the Contract, without your needing to prove or to show grounds for your demand or the sum specified therein.

This guarantee shall expire no later than the ____ day of _________, 2_____,⁴ and any demand for payment under it must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458, except that subparagraph (ii) of Sub-article 20(a) is hereby excluded.

__________________
[signature(s)]

 

____________________________

³The Guarantor shall insert an amount representing the percentage of the Contract Price specified in the Contract and denominated either in the currency(ies) of the Contract or a freely convertible currency acceptable to the Purchaser.
⁴Established in accordance with Clause 17.4 of the General Conditions of Contract ("GCC"), taking into account any warranty obligations of the Supplier under Clause 27.3 of the GCC intended to be secured by a partial performance guarantee. The Purchaser should note that in the event of an extension of the time to perform the Contract, the Purchaser would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Purchaser might consider adding the following text to the form, at the end of the penultimate paragraph: "The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months] [one year], in response to the Purchaser's written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee."

 

Bank Guarantee for Advance Payment

Beneficiary: ___________________

Date: ________________

ADVANCE PAYMENT GUARANTEE No.: _________________

We have been informed that _________ (hereinafter called "the Supplier") has entered into Contract No. _______________ dated ____________ with you, for the supply of _________________ (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance payment in the sum ________________ ( ) is to be made against an advance payment guarantee.

At the request of the Supplier, we _____________ hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of ____________ ( ) upon receipt by us of your first demand in writing accompanied by a written statement stating that the Supplier is in breach of its obligation under the Contract because the Supplier used the advance payment for purposes other than toward delivery of the goods.

It is a condition for any claim and payment under this guarantee to be made that the advance payment referred to above must have been received by the Supplier on its account number ___________ at _________________.

This guarantee shall expire, at the latest, upon our receipt of copy(ies) of ________ ⁵, or on the ___ day of ______, 2___,⁶ whichever is earlier. Consequently, any demand for payment under this guarantee must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458.

_____________________
[signature(s)]

_____________________________________
⁵Insert documents establishing "delivery" of the goods in accordance with the particular Incoterm selected.
⁶Insert the delivery date stipulated in the original delivery schedule. The Purchaser should note that in the event of an extension of the time to perform the Contract, the Purchaser would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Purchaser might consider adding the following text to the form, at the end of the penultimate paragraph: "The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Purchaser's written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee."

 

The Purchaser or the successful Bidder, as appropriate, shall fill in and complete the Contract Forms in accordance with the instruction indicated here. Bidders shall not submit these forms with their bids.

Agreement Form

This form shall be completed by the Purchaser and then sent to the successful Bidder for signature. Therefore, instructions on how to complete this form are not included in the Bidding Documents.

Performance Security Form

The successful Bidder shall fill in and complete the Performance Security form in accordance with the instruction indicated here. Bidders shall not submit this form with their bids.
___________________________________________________________________________

Input of Information to be completed by the Bidder awarded the Contract

Performance Security

To: [insert complete name of Purchaser]
WHEREAS [insert name complete of Supplier] (hereinafter "the Supplier") has undertaken, pursuant to Contract No. [insert number] dated [insert day and month], [insert year] to supply [brief description of the Textbooks and Related Services] (hereinafter "the Contract").

AND WHEREAS it has been stipulated by you in the aforementioned Contract that the Supplier shall furnish you with a security [insert type of security] issued by a reputable guarantor for the sum specified therein as security for compliance with the Supplier's performance obligations in accordance with the Contract.

AND WHEREAS the undersigned [insert complete name of Guarantor], legally domiciled in [insert complete address of Guarantor], (hereinafter the" Guarantor"), have agreed to give the Supplier a security:

THEREFORE WE hereby affirm that we are Guarantors and responsible to you, on behalf of the Supplier, up to a total of [insert currency and amount of guarantee in words and figures] and we undertake to pay you, upon your first written demand declaring the Supplier to be in default under the Contract, without cavil or argument, any sum or sums within the limits of [insert currency and amount of guarantee in words and figures] as aforesaid, without your needing to prove or to show grounds or reasons for your demand or the sum specified therein.
This security is valid until the [insert number] day of [insert month], [insert year].

Signed: [insert signature of person whose name and capacity are shown] In the capacity of [insert legal capacity of person signing the bid]

Name: [insert complete name of person signing the Bid]

Duly authorized to sign the bid for and on behalf of: [insert complete name of Bidder]

Dated on ____________ day of __________________, _______ [insert date of signing]

Bank Guarantee Form for Advance Payment

Only the successful Bidder shall fill in and complete the Advance Payment Security form in accordance with the instruction indicated below. The other bidders shall not submit this form with their bids.

Input of Information to be completed by Bidder awarded the Contract, if applicable

Bank Guarantee Form for Advance Payment

To: [insert complete name of Purchaser]

In accordance with the payment provision included in the Special Conditions of Contract, which amends Clause 15 of the General Conditions of Contract to provide for advance payment, [insert name and address of Supplier] (hereinafter called "the Supplier") shall deposit with the Purchaser a bank guarantee to guarantee its proper and faithful performance under the said Clause of the Contract in an amount of [insert amount of guarantee in figures and words].

We, the [insert bank or financial institution], as instructed by the Supplier, agree unconditionally and irrevocably to guarantee as primary obligator and not as surety merely, the payment to the Purchaser on its first demand without whatsoever right of objection on our part and without its first claim to the Supplier, in the amount not exceeding [insert amount of guarantee in figures and words].

We further agree that no change or addition to or other modification of the terms of the Contract to be performed thereunder or of any of the Contract documents which may be made between the Purchaser and the Supplier, shall in any way release us from any liability under this guarantee, and we hereby waive notice of any such change, addition, or modification.

This guarantee shall remain valid and in full effect from the date of the advance payment received by the Supplier under the Contract until [insert date].

Yours truly,

Signature and seal of the Guarantors

________________________________
[insert name of bank or financial institution]

________________________________
[insert address]

_______________________
[insert date]