Conditions of Contract
General Conditions for the Purchase of Services
Articles 1 to 15 are mandatory clauses that must be included in all letters of award and contract documents. These are non-negotiable, in principle.
I. MANDATORY CLAUSES
Article 1 - Confidential Nature of Documents
(1)
All written or machine readable material,
including but not limited to maps, drawings, photographs, mosaics, plans, manuscripts, records,
reports, recommendations, estimates, documents and all other information or data (referred to
hereinafter in this Article as “documents”) compiled by or received by the Contractor or its
agents, employees, subcontractors or independent Contractors in connection with the contract shall
be the property of WIPO, shall be treated as confidential and shall be delivered only to duly
authorized WIPO officials on completion of the work or services under the contract or on
termination of the contract, or as may otherwise be required by WIPO.
(2)
In no event shall the contents of such
documents or any information known or made known to the Contractor by reason of its association
with WIPO be made known by the Contractor or its agents, employees, subcontractors or independent
contractors to any unauthorized person without the written approval of WIPO.
(3)
Subject to the provisions of this Article,
the Contractor may retain a copy of documents produced by the Contractor.
(4)
The Contractor shall take all reasonable
measures to ensure that its agents, employees, subcontractors and independent contractors comply
with the provisions of this Article.
(5)
The obligations in this Article shall not
lapse upon termination of the contract.
Article 2 - Use of Name, Emblem or Official Seal of WIPO and the United Nations
The Contractor, its agents, employees, subcontractors and independent
contractors shall not advertise or otherwise make public the fact that it is performing, or has
performed, work or services for WIPO or the United Nations, or use the name, emblem or official
seal of WIPO or the United Nations or any abbreviation of the name or acronym of WIPO or the United
Nations in connection with its business for advertising purposes or for any other
purposes. The Contractor shall take all reasonable measures to ensure compliance with this
provision by its agents, employees, subcontractors and independent contractors. This
obligation shall not lapse upon termination of the contract.
Article 3 - Intellectual Property and Other Proprietary Rights and Indemnities
(1)
Unless otherwise agreed, all intellectual
property and other proprietary rights, regarding any protectable subject matter collected or
prepared in consequence of or in the course of the performance of the contract, shall become the
sole property of WIPO. If the Contractor uses any protected subject matter, it shall obtain
permission for the publication, use and/or adaptation of that protected subject matter free of cost
to WIPO from the persons in whom any existing intellectual property and other proprietary rights
therein may be vested and provide WIPO with evidence of such permission.
(2)
The Contractor agrees that it will forthwith
disclose and assign to WIPO all discoveries, processes or inventions made or conceived in whole or
in part by it alone or in conjunction with others relating to or arising out of the contract, and
the said discoveries, processes or inventions shall become and remain the property of
WIPO.
(3)
At the request of WIPO and at its expense,
the Contractor shall take all necessary steps, execute all necessary documents and generally assist
WIPO in securing such intellectual property and other proprietary rights and transferring them to
WIPO in compliance with the requirements of the applicable law.
(4)
The Contractor shall hold WIPO immune from
any claim based on or arising out of unauthorized use by the Contractor of any subject matter
protected by intellectual property and other proprietary rights, including computer
software.
(5)
The obligations in this Article shall not
lapse upon termination of the contract.
Article 4 - Amendments
Only the Procurement and Contracts Division of WIPO possesses the authority to
agree on behalf of WIPO to any modification of or change in the contract, to a waiver of any of its
provisions or to any additional contractual relationship of any kind with the
Contractor. Accordingly, no modification of or change in the contract, waiver of any of its
provisions or additional contractual provisions shall be valid or enforceable unless previously
approved in writing by the parties to the contract or their duly authorized representatives in the
form of an amendment to the contract, including its annexes, duly signed by WIPO and the
Contractor.
Article 5 - Officials Not to Benefit
The Contractor warrants that
(a)
no official of WIPO has received or will be offered by the Contractor
any direct or indirect benefit arising from the contract or the award thereof;
(b)
no third party has received or will be offered any improper benefit
arising from the contract or the award thereof;
(c) the Contractor has not engaged the
services of a third party to obtain improper influence within the tender process;
(d) the Contractor is aware of and agrees
that the non respect of these clauses will be considered a fundamental violation of the contract
giving WIPO the right to declare the contract void and take any other appropriate legal
action.
Article 6 - Bankruptcy
Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent,
or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver
be appointed on account of the insolvency of the Contractor, WIPO may, without prejudice to any
other right or remedy it may have under the terms of the contract, terminate the contract
forthwith. The Contractor shall immediately inform WIPO of the occurrence of any of the above
events.
Article 7 - Settlement of Disputes
(1)
WIPO and the Contractor shall designate one
or more representatives duly entitled to discuss and solve, in full cooperation with each other,
all problems, whether of administrative, technical or financial nature, which may occur during the
performance of the contract.
(2)
WIPO and the Contractor shall use their best
efforts to settle amicably any dispute, controversy or claim arising out of the contract or the
breach, termination or invalidity thereof. Where WIPO and the Contractor wish to seek such an
amicable settlement through conciliation, the conciliation shall take place in accordance with the
United Nations Commission of International Trade Law, UNCITRAL Conciliation Rules (http://www.uncitral.org) then obtaining, or according to such
other procedure as may be agreed between WIPO and the Contractor.
(3)
Any dispute, controversy or claim arising
out of or relating to the contract, or the breach, termination or invalidity thereof, shall, unless
settled amicably under the preceding paragraph within sixty (60) days after receipt by one Party of
the other Party’s request for such amicable settlement, shall be referred by either Party to
arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The
appointing authority shall be the Secretary General of the Permanent Court of Arbitration. The
number of arbitrators shall be one. The place of arbitration shall be Geneva,
Switzerland. The language to be used in the arbitral proceedings shall be English. The
Parties agree to be bound by the arbitration award rendered in accordance with such arbitration, as
the final adjudication of any such disputes, controversy or claim.
Article 8 - Form of Notice, Request, Statement or Approval
Any notice, request, statement or approval provided for in the contract shall be effective if it is given in writing by letter, telex or facsimile.
Article 9 - Delays
(1)
If there should be any delay in the
performance of the contract or any part thereof, the Contractor shall notify WIPO in writing giving
the cause, such notification to reach WIPO no later than ten (10) days after the date on which the
delay is known by the Contractor.
(2)
The Contractor shall be liable for any
excess costs or damage caused to WIPO by a failure or delay on the part of the Contractor in the
performance of his obligations under the contract except where such failure or delay is due
to:
(a)
causes which are attributable to
WIPO;
(b)
any cause beyond the control of and
without any fault or negligence on the part of the Contractor, including but not limited to acts
of force majeure.
Article 10 - Source of Instructions
The Contractor shall neither seek nor accept instructions from any authority external to WIPO
in connection with the performance of the contract. The Contractor shall refrain from any
action, which may adversely affect WIPO and shall fulfil its commitments with the fullest regard to
the interests of WIPO.
Article 11 - Encumbrances/Liens
The Contractor shall not cause or permit any lien, attachment or other encumbrance by any
person to be placed on file or to remain on file in any public office or on file with WIPO against
any monies due or to become due for any goods furnished under the contract, or by reason of any
other claim or demand against the Contractor.
Article 12 - Force Majeure, Other Changes in Condition
(1)
In the event of and as soon as possible
after the occurrence of any cause constituting force majeure, the Contractor shall give notice and
full particulars in writing to the Director, Procurement and Contracts Division of WIPO at Geneva,
of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to
perform its obligations and meet its responsibilities under the contract. The Contractor shall
also notify WIPO of any other changes in conditions or the occurrence of any event, which
interferes or threatens to interfere with its performance of the contract. On receipt of the
notice required under this Article, WIPO shall take such action as, in its sole discretion; it
considers being appropriate or necessary in the circumstances, including the granting to the
Contractor of a reasonable extension of time in which to perform its obligations under the
contract.
(2)
If the Contractor is rendered permanently
unable, wholly or in part, by reason of force majeure to perform its obligations and meet its
responsibilities under the contract, WIPO may, in total or in part, suspend or terminate the
contract by written notice with a delay of seven (7) days.
(3)
If WIPO, by reason of force majeure,is
rendered temporarily or permanently unable, wholly or in part, to perform its obligations or meet
its responsibilities under the contract, or to receive benefits from the contract, WIPO may, in
total or in part, suspend or terminate the contract by written notice with a delay of seven (7)
days.
(4)
Force majeure as used in these conditions
means acts of God, war, hostilities (whether declared or not), invasion, revolution, insurrection,
riot, commotion or disorder, epidemics or quarantine restrictions, or other acts of a similar or
analogous nature or force, which are not within the control of the Party claiming the force majeure
and which, by the exercise of reasonable diligence, skill and care, such Party is unable to foresee
or prevent.
Article 13 - Assignment
The Contractor shall not assign, transfer, pledge, or make other disposition of the contract
or any part thereof, or any of the Contractor’s rights, claims or obligations under the contract
except with the prior written consent of WIPO.
Article 14 - Tax Exemption
(1)
Section 7 of the Convention on the
Privileges and Immunities of the United Nations provides, inter alia, that the United Nations
including its specialized agencies, such as WIPO, are exempt from all direct taxes and from customs
duties in respect of articles imported or exported for its official use. Accordingly, the
Contractor authorizes WIPO to deduct from the Contractor’s invoice any amount representing such
taxes or duties. Payment of such corrected invoiced amount shall constitute full payment by
WIPO. In the event that any tax authority refuses to recognize WIPO’s exemption from such
taxes, the Contractor shall immediately consult WIPO to determine a mutually acceptable
procedure.
(2)
This Article shall be understood without
prejudice of any additional benefit on this matter granted to WIPO by any other bilateral or
multilateral agreement or domestic legislation.
Article 15 - Privileges and Immunities
Nothing in or relating to the contract shall be deemed a waiver of any of the
privileges and immunities of WIPO in conformity with the Convention on the Privileges and
Immunities of the Specialized Agencies approved by the General Assembly of the United Nations on
November 21, 1947 and with the provisions of the Agreement between the Swiss Federal Council and
WIPO to determine the organization’s juridical status in Switzerland of December 9, 1970, and of
the Implementation Arrangement of the same date related thereto.
II. OTHER GENERAL CONDITIONS
Article 16 - Payment
(1)
In the case of goods to be delivered to
WIPO, Geneva, WIPO shall make payment to the Contractor within 30 days of (a) receipt of the goods
and (b) the invoice and other documents specified in the Purchase Order, provided such invoice and
other documents have been approved by WIPO.
(2)
In the case of goods to be delivered
elsewhere, WIPO shall, unless otherwise specified in the Purchase Order, make payment to the
Contractor within 30 days of (a) receipt of the copies of the customary shipping documents
Contractor’s invoice for the goods or (b) copies of the customary shipping documents and other
documents specified in the Purchase Order, provided such invoice and other documents have been
approved by WIPO.
(3)
A separate invoice must be submitted in
respect of each shipment under the Purchase Order and such invoice must bear the Purchase Order
Number.
(4)
The prices shown herein may not be increased
except by express written agreement of WIPO. WIPO will not pay any charge for late payments
unless expressly agreed to in writing.
Article 17 - Independent Contractor, Removal of Personnel
(1)
Nothing contained in the contract shall be
construed as establishing or creating between WIPO and the Contractor the relationship of principal
and agent or employer and employee; it being understood that the Contractor is an independent
contractor in relation to WIPO. No person engaged by the Contractor in connection with the
performance of any obligation under the contract shall be regarded as an agent or employee of WIPO
and the Contractor shall be solely responsible for all claims by such persons arising out of or in
connection with their engagement by the Contractor.
(2)
Other than persons specifically named in the
contract, no person shall be assigned by the Contractor to work or perform services in connection
with the contract until after the Contractor has notified WIPO of the identity of such proposed
person, having provided WIPO with their
curriculum vitae, and WIPO has notified the Contractor that WIPO approves such
assignment.
(3)
Upon reasonable notice by WIPO in writing
stating its reasons, the Contractor shall promptly withdraw any person assigned to work or perform
services in connection with the contract and shall as soon as practically possible assign new
persons in accordance with the provisions of paragraph (2) of this Article. WIPO shall not
unreasonably refuse or delay approval of any such replacement. Such withdrawal or replacement
shall not be a cause for suspension of the contract. Any costs or expenses resulting from any
withdrawal or replacement of persons pursuant to this Article shall be borne by the
Contractor.
Article 18 - Subcontracting
The Contractor shall engage no subcontractor to perform any work or services in connection
with the contract unless the Contractor has notified WIPO of the identity of the proposed
subcontractor and WIPO has notified the Contractor of its approval of the engagement of that
subcontractor. WIPO shall, in its sole discretion, be entitled to reject any proposed
assignment or subcontract, without having to give any justification in that regard. The
approval by WIPO of the engagement of a subcontractor shall not relieve the Contractor of any of
its obligations under the contract or from its responsibility for the work or services performed by
the subcontractor.
Article 19 - Contractor's General Responsibilities
(1)
The Contractor warrants that it shall
perform its obligations under the contract with due diligence and efficiency and in conformity with
generally accepted sound professional, administrative and financial standards.
(2)
The Contractor shall act at all times so as
to protect, and not be in conflict with, the interests of WIPO, and shall take all reasonable steps
to keep all costs and expenses at a reasonable level.
(3)
The Contractor shall be the sole responsible
for the work or services performed by its agents, employees, subcontractors and independent
contractors in connection with the contract.
(4)
The Contractor shall respect and abide by
all applicable laws, regulations and ordinances of the country in which the obligations under the
contract are to be performed, and shall take all reasonable measures to ensure that its agents,
employees, subcontractors and independent contractors do so. In particular, the Contractor
shall be responsible for obtaining all visas, authorizations or permits that may be needed by the
Contractor’s personnel to work within WIPO premises during the execution of the
contract.
(5)
The Contractor shall not commence work or
perform the services before the commencement date specified in the contract or, in the absence
thereof, before having received WIPO’s written request to that effect.
(6)
The Contractor shall cooperate with WIPO in
the coordination of all work or services to be carried out, and shall supply all information in the
manner stipulated.
(7)
The Contractor will make reasonable
endeavours to complete the work or services in the time specified, without halting or unduly
interfering with the work of or other parties working for, or on behalf of, WIPO by reason of the
Contractor’s fault.
(8)
The Contractor shall draw up all plans,
drawings and other documents necessary for carrying out the contract awarded to
him.
(9)
On completion of the work or services and in
accordance with the deadlines specified in the contract, the Contractor shall supply WIPO with
complete documentation and detailed plans of the work or services carried out, along with operating
or maintenance manuals, where appropriate.
(10)
The French or the English languages shall be used by the
Contractor in all written communications to WIPO with respect to the performance of the obligations
under the contract and with respect to all documents procured or prepared by the Contractor
pertaining to such obligations, except as otherwise specified.
Article 20 - Insurance and Liability
(1)
The Contractor shall take out and
maintain:
(a)
liability insurance in an appropriate
amount with respect to its agents and employees performing work or services in connection with the
contract;
(b)
comprehensive general liability
insurance in an appropriate amount for all claims for death, bodily injury, loss or damage to
property, including, but not limited to, products liability, arising from acts performed or
omissions committed by the Contractor, its agents, employees, subcontractors and independent
contractors in connection with the contract; and
(c)
such other insurance as may be agreed
upon between WIPO and the Contractor.
(2)
WIPO accepts no responsibility for providing
life, health, accident, travel or any other insurance coverage, which may be necessary or desirable
in respect of any persons performing services in connection with the contract.
(3)
The Contractor shall, upon request, provide
WIPO with satisfactory evidence of the insurance required under this Article.
Article 21 – Termination
(1)
Termination by WIPO: notwithstanding
the provisions of Article 9 “Delays”, WIPO may terminate
the contract for any reason upon not less than
fourteen (14) days (in the case of contracts initially for a period of sixty (60) days or more) or
seven (7) days (in the case of contracts initially for a period of less than sixty (60) days)
notice to the Contractor.
(2)
Termination by the Contractor: the
Contractor may terminate the contract for cause upon not less than fourteen (14) days written
notice to WIPO, which notice shall be provided in accordance with the Article 8 “Form of Notice,
Request, Statement or Approval”. In the event of termination pursuant to this clause, no costs
relating to termination shall be reimbursable by WIPO.
(3)
The provisions of the contract applicable to
the winding up of the contract, the liquidation of claims and the settlement of disputes shall
remain in force for such additional period as may be necessary.
(4)
Upon termination of the
contract:
(a)
WIPO shall complete all payments, which
may be due up to the effective date of termination;
(b)
the contractor shall deliver all work
in process and in any event shall take all reasonable measures to avoid any loss or deterioration
of goods or equipment or any other damage;
(c)
WIPO shall pay to the Contractor any
sum, which is determined by WIPO as equitable for any work in process;
(d)
the Contractor shall take immediate
steps to terminate the work and services in a prompt and orderly manner and, to that end, shall
provide such information as may reasonably be requested by WIPO concerning the preservation and
protection of the work or services performed by the Contractor and the results thereof and all
property of WIPO, and to minimize losses and further expenditure; the Contractor shall also take
reasonable measures to provide for such prevention and protection and for minimization of losses
and expenditure;
(e)
unless the termination has been
occasioned by any fault or negligence on the part of the Contractor, its agents, employees,
subcontractors or independent contractors, or by any failure of the Contractor to perform an
obligation under the contract, the Contractor shall also be entitled, against appropriate vouchers,
to be reimbursed for such reasonable costs and expenses as shall have been duly and properly
incurred in accordance with the contract prior to the date of such notice of
termination;
(f)
the Contractor shall produce such reports covering the work and services performed up to the
time of termination as may reasonably be requested by WIPO. The reports shall conform to any
reasonable requirements of WIPO as to nature, structure and contents.
[End of document]
