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. Conflict of Interests
1.1 The Supplier shall take all necessary measures to prevent or end any situation that could compromise the impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, family or emotional ties, or any other relevant connection or shared interest. Any conflict of interests, which could arise during performance of the Contract, must be notified in writing to EEU without delay.

1.2 EEU reserves the right to verify that such measures are adequate and may require additional measures to be taken if necessary. The Supplier shall ensure that its staff, including its management, is not placed in a situation, which could give rise to conflict of interests. Without prejudice to Clause 26, the Supplier shall replace, immediately and without compensation from EEU, any member of its staff exposed to such a situation.

1.3 The Supplier shall refrain from any contact, which would compromise its independence or that of its personnel. If the Supplier fails to maintain such independence, EEU may, without prejudice to compensation for any damage, which it may have suffered on this account, terminate the contract forthwith, without giving formal notice thereof.

1.4 The Supplier shall, after the conclusion or termination of the contract, limit its role in connection to the provision of the Goods and Related Services. Except with the written permission of EEU, the Supplier and any other supplier with whom the Supplier is associated or affiliated shall be disqualified from the execution of works, goods or other services for EEU in any capacity.

2. Patent Indemnity
2.1 The Supplier shall, subject to EEU's compliance with GCC Sub-Clause 41.2, indemnify and hold harmless EEU and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which EEU may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of:
(a) The use of the Goods in the Federal democratic Republic of Ethiopia; and
(b) The sale in any country of the Goods manufactured by the Supplier.
Such indemnity shall not cover any use of the Goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Supplier, pursuant to the Contract.

2.2 If any proceedings are brought or any claim is made against EEU arising out of the matters referred to in GCC Sub-Clause 41.1, EEU shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in EEU's name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

2.3 If the Supplier fails to notify EEU within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then EEU shall be free to conduct the same on its own behalf.

2.4 EEU shall, at the Supplier's request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.

2.5 EEU shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of EEU.

3. Limitation of Liability
3.1 Except in cases of criminal negligence or wilful misconduct,
(a) The Supplier shall not be liable to EEU, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Supplier to pay liquidated damages to EEU and

(b) The aggregate liability of the Supplier to EEU, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price as stated in the SCC, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the supplier to indemnify EEU with respect to patent infringement.

4. Intellectual Property
4.1 Subject to Clause 42, the Supplier agrees to indemnify and keep indemnified EEU against any costs, claims, proceedings, expenses and demands arising from the use, application, supply or delivery of any process, article, matter or thing supplied under the Contract that would constitute or is alleged to constitute any infringement of any person's Intellectual Property Rights.

5. Insurance
5.1 Unless otherwise specified in the SCC, the Goods supplied under the Contract shall be fully insured, in a freely convertible currency, against loss or damage incidental to manufacture or acquisition, transportation, storage, and delivery, in accordance with the applicable Incoterms.

6. Product Information
6.1 The Supplier shall provide EEU the Product Information in such manner and upon such media as agreed between the Supplier and EEU from time to time for the sole use by EEU.

6.2 The Supplier warrants that the Product Information is complete and accurate as at the date upon which it is delivered to EEU and that the Product Information does not contain any data or statement which gives rise to any liability on the part of EEU following publication of the same in accordance with this Clause.

6.3 In the event the Product Information ceases to be complete and accurate, the Supplier shall promptly notify EEU in writing of any modification or addition to or any inaccuracy or omission in the Product Information.

6.4 The Supplier grants EEU a non-exclusive royalty free license in perpetuity to use and exploit the Product Information and any Intellectual Property therein for the purpose of illustrating the range of goods and services (including, without limitation, the Goods) available pursuant to EEU contracts from time to time. No right to illustrate or advertise the Product Information is granted to the Supplier by EEU as a consequence of the license conferred by this Sub-Clause or otherwise under the terms of this Contract.

6.5 EEU may reproduce for its sole use the Product Information provided by the Supplier in EEU's catalogue from time to time which shall be made available on the Federal Government of Ethiopia internal communications network in electronic format or made available on EEU's external website or any other electronic media of EEU (as the case may be) from time to time.

6.6 Before any publication of the Product Information (electronic or otherwise) is made by EEU, EEU will submit a copy of the relevant sections of EEU's catalogue (as the case may be) to the Supplier for approval, such approval not to be unreasonably withheld or delayed. For the avoidance of doubt the Supplier shall have no right to compel EEU to exhibit the Product Information in any service catalogue as a result of the approval given by it pursuant to this Sub-Clause or otherwise under the terms of this Contract.

6.7 Subject to Clauses 42 and 45.8, the Supplier agrees to indemnify and keep indemnified EEU against any liability, loss, costs, expenses, claims or proceedings whatsoever arising out of or in connection with any statement relating to the goods and services (including, without limitation, the Goods) or information or material on or description of the goods and services (including, without limitation, the Goods) provided by or on behalf of the Supplier which is included in EEU's catalogue from time to time (as the case may be) or any associated material produced by EEU (as the case may be) for the purpose of illustrating the range of goods and services (including, without limitation, the Goods) available pursuant to EEU contracts from time to time.

6.8 The Supplier shall not be required to indemnify or keep indemnified EEU against any liability, loss, costs, expenses, claims or proceedings whatsoever arising under Sub-Clause 45.7 as a result of EEU's willful or negligent misrepresentation of any statement relating to the goods and services (including, without limitation, the Goods) or information or material on or description of the goods and services (including, without limitation, the Services) provided by or on behalf of the Supplier which is included in EEU's catalogue from time to time (as the case may be) or any associated material produced by EEU for the purpose of illustrating the range of goods and services (including, without limitation, the Goods) available pursuant to EEU contracts from time to time.