EEU Tender for GC (Gas Chromatograph)
Reference Specification for test setup having GC (Gas Chromatograph) with HEAD SPACE AUTO SAMPLER to carry out Dissolved Gas Analysis of insulating oils as per International Standard ASTM-3612-02 Method - C
A. The Contract
1. Contract Documents
1.1 The documents forming the Contract shall be interpreted in the following order of precedence in the event of any conflict between the documents comprising this Contract:
(a) Agreement;
(b) The Special Conditions of Contract;
(c) The General Conditions of Contract;
(d) Bid Submission Sheet with Annexes;
(e) Price Schedule;
(f) List of accepted items including their unit price
(g) Bidder Certification of Compliance with Annexes;
(h) Technical Specification + Technical Offer + Compliance Sheet with Annexes;
(i) Any other document listed in the SCC as forming part of the Contract.

1.2 All documents forming the Contract are intended to be correlative, complementary, and mutually explanatory.

1.3 Any action required or permitted to be taken, and any document required or permitted to be provided, under the Contract by EEU or the Supplier may be taken or provided by the authorized representatives specified in the SCC.

1.4 The Contract constitutes the entire agreement between EEU and the Supplier and supersedes all communications, negotiations and agreements (whether written or oral) of parties with respect thereto made prior to the date of Contract. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein.

1.5 The Contract is concluded for a period specified in the SCC with effect from the date on which it enters into force.

2. Governing Law
2.1 The Contract shall be governed by and interpreted in accordance with the laws of the Federal Democratic Republic of Ethiopia, unless otherwise specified in the SCC.

3. Language
3.1 The Contract as well as all written and oral communication and documents relating to the Contract exchanged by the Supplier and EEU, shall be in English. Supporting documents and printed literature that are part of the Contract may be in another language, but any documents provided in another language must be accompanied by an accurate translation into English. For purposes of interpretation of the Contract, this translation shall govern.

3.2 The Supplier shall bear all costs of translation to the governing language and all risks of the accuracy of such translation.

4. Notices and written communications

4.1 Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. The term “in writing” means communicated in written form with proof of receipt.

4.2 Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified in the SCC.

4.3 A Party may change its address for notice hereunder by giving the other Party notice in writing of such change to the address specified in the SCC.

5. Authorized Officers
5.1 Any notice, information or communication given to or made by an Authorized Officer shall be deemed to have been given or made by EEU.

5.2 The Supplier shall decline from supplying the Goods and Related Services to any of EEU's staff who are not Authorized Officers.

6. Third Party Rights
6.1 EEU and the Supplier acknowledge that they have entered into the Contract for the benefit of each of the Public Body and each of the Third Party Beneficiaries. Accordingly, the Contracting Authority and the Supplier agree that (in addition to EEU 's right to enforce the Contract) each of the Public Body and each of the Third Party Beneficiaries may enforce any term of the Contract.

6.2 Except as provided in Sub-Clause 12.1 of the Contract, a person who is not a Party to the Contract shall have no rights to enforce any term of the Contract.

6.3 All or any of the provisions of the Contract may be rescinded or varied by the Parties in their entirety or in part without the consent of or the need to give any notice to any person not a Party to it.

7. Third Party Beneficiaries
7.1 In the event that any Third Party Beneficiary wishes to enforce its rights under Sub-Clause 12.1 the following provisions shall apply:
(a) The Third Party Beneficiaries shall have the same rights as the Public Bodies under the Contract and shall comply with all the terms of the Contract which apply to the Public Bodies;

(b) The Third Party Beneficiaries acknowledge that the Contract is for use within EEU and accordingly agree to exercise their rights under the Contract only in relation to the provision of goods and/or services to EEU or any of the Public Bodies and not for any other purpose whatsoever. In exercising their rights under the Contract the Third Party Beneficiaries shall at all times treat all information concerning the Contract with the strictest confidence and in accordance with Clause 28;

(c) The Third Party Beneficiaries shall not enter into any obligations in the name of EEU or any Public Body and shall not make any representations or give any warranties on behalf of the Contracting Authority or any Public Body;

(d) Where Goods are ordered by any Third Party Beneficiary the Supplier agrees that it shall supply such Goods to such Third Party Beneficiary and invoices for the Goods supplied to such Third Party Beneficiary shall be issued by the Supplier to, and in the name of, such Third Party Beneficiary and such Third Party Beneficiary shall be liable for settlement thereof;

(e) EEU shall not be liable to any Third Party Beneficiary for any acts or omissions of the Supplier or for any loss, damage or other expenses incurred or suffered by any Third Party Beneficiary as a result of such Third Party Beneficiary exercising its rights under the Contract;

(f) Each Third Party Beneficiary undertakes to indemnify and keep indemnified the Contracting Authority and any Public Body from and against all costs, claims, demands, liabilities, damages, losses and expenses (including all legal expenses) incurred or suffered by EEU or any Public Body:
(i) arising out of or in connection with any act or omission of the Third Party Beneficiary or any breach of any term of the Contract by the Third Party Beneficiary;

(ii) as a result of any claim, loss, injury, damage, expense or delay suffered or incurred by the Supplier or any third party arising directly or indirectly from or in any way connected with the acts or omissions of the Third Party Beneficiary in enforcing its rights under the Contract, whether willful, reckless, fraudulent, negligent, dishonest or otherwise;
and the Third Party Beneficiary shall at its own expense take out and maintain adequate insurance in respect of such liabilities and provide evidence of such insurance as EEU may reasonably request from time to time;

(g) If the Supplier makes a claim against any Third Party Beneficiary for any act or omission of such Third Party Beneficiary or any breach of the Contract by such Third Party Beneficiary the Supplier agrees that it shall not include EEU or any Public Body as a party to any proceedings against such Third Party Beneficiary;

(h) EEU shall notify any Third Party Beneficiary which is removed from the list set of Procuring Entities and such Third Party Beneficiary shall immediately cease to place Service Purchase Orders under the Contract.

8. Assignment
8.1 An assignment is a written agreement by which the Supplier transfers its contract or part thereof to a third party.

8.2 The Supplier shall not, without the prior written consent of EEU, assign the Contract or any part thereof, or any benefit or interest there under, except in the following cases.
(a) A charge, in favor of the Supplier's bankers, of any monies due or to become due under the Contract; or

(b) Assignment to the Supplier's insurers of the Supplier's right to obtain relief against any other person liable in cases where the insurers have discharged the Supplier's loss or liability.

8.3 With the exception of the carriage of Goods to the Location, the Supplier shall not sub-contract the production or supply of any Goods without the previous consent in writing of EEU, such consent not to be unreasonably withheld or delayed.

8.4 For the purpose of GCC Clause 14.2 the approval of an assignment by EEU shall not relieve the Supplier of its obligations for the part of the Contract already performed or the part not assigned.

8.5 If the Supplier has assigned his Contract without authorization, EEU may, without giving formal notice thereof, apply as of right the sanctions for breach of Contract provided for in GCC Clauses 20 and 22.

8.6 Assignees must satisfy the eligibility criteria applicable for the award of the Contract and they can not be in any of the situations excluding them from participating in Contract.

8.7 Every assignment shall be subject to the provisions of this Contract and shall incorporate the terms and conditions of this Contract.