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
1. Warranty
1.1 The Supplier warrants that all the Goods are new, unused, and of the most recent or current models, and that they incorporate all recent improvements in design and materials, unless provided otherwise in the Contract.

1.2 Subject to GCC Sub-Clause 52.1, the Supplier further warrants that the Goods shall be free from defects arising from any act or omission of the Supplier or arising from design, materials, and workmanship, under normal use in the conditions prevailing in the country of final destination.

1.3 Unless otherwise specified in the SCC, the warranty shall remain valid for twelve (12) months after the Goods, or any portion thereof as the case may be, have been delivered to and accepted at the final destination indicated in the GCC Clause 53.1.

1.4 EEU shall give notice to the Supplier stating the nature of any such defects together with all available evidence thereof, promptly following the discovery thereof. EEU shall afford all reasonable opportunity for the Supplier to inspect such defects.

1.5 Upon receipt of such notice, the Supplier shall, within the period specified in the SCC, expeditiously repair or replace the defective Goods or parts thereof, at no cost to EEU.

1.6 The Supplier shall be responsible for all necessary transportation charges required to ship defective commodities to the manufacturer and then return them to EEU.

1.7 If having been notified, the Supplier fails to remedy the defect within the period specified in the SCC Clause 25.5, EEU may proceed to take within a reasonable period such remedial action as may be necessary, at the Supplier's risk and expense and without prejudice to any other rights which EEU may have against the Supplier under the Contract.

2. Settlement of Disputes
2.1 During any dispute, including a dispute as to the validity of the Contract, it is mutually agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Contracting Authority or any Procuring Entity requests in writing that the Supplier does not do so).

2.2 EEU and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement, controversy or dispute arising between them under or in connection with the Contract or interpretation thereof.

2.3 If a dispute arises between EEU and the Supplier in relation to any matter which cannot be resolved by the Authorized Officer and the Supplier Contract Manager either of them may refer such dispute to the procedure described in ITB Sub-Clause 26.4.

2.4 In the second instance each of EEU and the Supplier shall appoint more senior representatives than those referred to in Sub-Clause 26.3 to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by EEU (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question at the discretion of the chairman.

2.5 If the Parties fail to resolve such a dispute or difference amicably within twenty-eight (28) days from the commencement of such procedure, either party may require that the dispute be referred for resolution through the courts in accordance with Ethiopian Law.

2.6 Only those Public Bodies that are allowed by law to proceed to arbitration can do so.

3. Liquidated Damages
3.1 Except as provided under GCC Clause 19, if the Supplier fails to deliver any or all of the Goods or perform the Related Services within the period specified in the Contract, EEU may without prejudice to all its other remedies under the Contract, deduct from the Contract Price, as liquidated damages the following:
(a) A penalty of 0.1% or 1/1000 of the value of undelivered item for each day of delay until actual delivery or performance,

(b) The cumulative penalty to be paid by the supplier shall not exceed 10% of the contract price.

3.2 If the delay in performing the contract affects its activities, EEU may terminate the contract by giving advance notice to the Supplier pursuant to GCC Clause 22 without any obligation to wait until the penalty reaches 10% of the value of the Contract.

4. Confidentiality
4.1 EEU and the Supplier shall keep confidential and shall not disclose to any third party any documents, data, or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract if their disclosure would be contrary to law, would impede law enforcement, would not be in public interest, would prejudice legitimate commercial interest of the parties or would inhibit fair competition. Notwithstanding the above, the Supplier may furnish to its Subcontractor such documents, data, and other information it receives from EEU to the extent required for the Subcontractor to perform its work under the Contract, in which event the Supplier shall obtain from such Subcontractor an undertaking of confidentiality similar to that imposed on the Supplier under this Clause.

4.2 EEU shall not use such documents, data, and other information received from the Supplier for any purposes unrelated to the Contract. Similarly, the Supplier shall not use such documents, data, and other information received from EEU for any purpose other than supply of the Goods and Related Services required for the performance of the Contract.

4.3 The obligation of a party under this Clause, however, shall not apply to any Confidential Information that:
(a) EEU or Supplier need to share with any other institutions participating in the financing of the Contract;

(b) Now or hereafter enters the public domain other than by breach of the Contract or other act or omissions of that Party;

(c) Is obtained by a third party who is lawfully authorized to disclose such information;

(d) Can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or

(e) Is authorized for release by the prior written consent of the other party.

4.4 The Parties shall not be prevented from using any general knowledge, experience or skills which were in their possession prior to the commencement of the Contract;

4.5 The Supplier authorizes EEU to disclose the Confidential Information to such person(s) as may be notified to the Supplier in writing by EEU from time to time to the extent only as is necessary for the purposes of auditing and collating information so as to ascertain a realistic market price for the goods supplied in accordance with the Contract, such exercise being commonly referred to as "benchmarking". EEU shall use all reasonable endeavors to ensure that such person(s) keeps the Confidential Information confidential and does not make use of the Confidential Information except for the purpose for which the disclosure is made. EEU shall not without good reason claim that the lowest price available in the market is the realistic market price.

4.6 The Supplier agrees that:
(a) Subject to Sub-Clause 28.6 (b), the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for EEU (as the case may be);

(b) Where EEU is managing a request as referred to in Sub-Clause 28.6 (a), the Supplier shall co-operate with the EEU making the request and shall respond within five (5) working days of any request by it for assistance in determining how to respond to a request for disclosure.

4.7 The Supplier shall procure that its Subcontractors shall provide EEU with a copy of all information in its possession or power in the form that EEU requires within five (5) working days (or such other period as EEU may specify) of EEU requesting that Information.

4.8 EEU (as the case may be) may consult the Supplier in relation to any request for disclosure of the Supplier's Confidential Information in accordance with all applicable guidance.

4.9 The above provisions of this Clause shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract.

4.10 This Clause 28 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data. Except as aforesaid and unless otherwise expressly set out in the Contract, this Clause 28 shall remain in force for a period of 3 years after the termination or expiry of this Contract.

4.11 In the event that the Supplier fails to comply with this Clause 28, EEU reserves the right to terminate the Contract by notice in writing with immediate effect.

5. Copyright
5.1 The copyright in all drawings, documents, and other materials containing data and information furnished to EEU by the Supplier herein shall remain vested in the Supplier, or, if they are furnished to EEU directly or through the Supplier by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party, unless otherwise specified in the SCC.

6. Miscellaneous
6.1 Any decision, act or thing that EEU is required or authorized to take or do under the Contract may be taken or done by any person authorized, either generally or specifically, by EEU to take or do that decision, act or thing, provided that upon receipt of a written request EEU shall inform the Supplier of the name of any person so authorized.

6.2 The Supplier may from time to time upon the request of EEU, execute any additional documents and do any other acts or things which may reasonably be required to implement the provisions of the Contract.

6.3 Any provision of the Contract which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

6.4 The failure by EEU, and Supplier to insist upon the strict performance of any provision, term or condition of the Contract or to exercise any right or remedy consequent upon the breach thereof shall not constitute a waiver of any such breach or any subsequent breach of such provision, term or condition.

6.5 Each Party shall bear its own expenses in relation to the preparation, execution and implementation of the Contract including all costs legal fees and other expenses so incurred.

6.6 The Supplier warrants represents and undertakes to EEU that there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier and that there are no material contracts existing to which the Supplier is a party which prevent it from entering into the Contract; and that the Supplier has satisfied itself as to the nature and extent of the risks assumed by it under the Contract and gathered all information necessary to perform its obligations under the Contract and all other obligations assumed by it.

6.7 The rights and remedies provided in the Contract are cumulative and not exclusive of any rights or remedies provided by any other contract or document. In this provision "right" includes any power, privilege, remedy, or proprietary or security interest.