INVITATION TO TENDER IMPLEMENTATION OF AN ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AT COMESA SECRETARIAT

Transcription

1 INVITATION TO TENDER IMPLEMENTATION OF AN ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AT COMESA SECRETARIAT TENDER No. CS/ /1MEG June 2014

2 INTRODUCTION The Common Market for Eastern and Southern Africa, COMESA is a regional economic grouping comprising 19 member states spanning Northern, Eastern and Southern Africa. It has an area of about 12 million square kilometers and a population of over 380 million people. COMESA launched its Customs Union in 2009 and the next stage is the formation of a Monetary Union and the establishment of a Common Market. The Vision of COMESA is to become a fully integrated international competitive regional economic community, within which there is economic prosperity, demonstrated high living standards of its people with political and social stability within which goods and services, capital and labor move freely across national borders. The Mission of COMESA is to deliver excellent technical services to member states for the advancement of sustainable growth and development through regional integration. COMESA seeks to implement an Enterprise Resource Planning system to assist in the management of the Financials and Human Capital. The system should be highly scalable. COMESA is currently running separate Financials, HR and Payroll applications using different database software. The specifications of the system are attached as Annex A to this document. INSTRUCTIONS TO BIDDERS 1. Eligibility to Tender Bidders are invited from suitably qualified firms from the COMESA Member States and EU Member States to participate in the bid 2. REQUEST FOR CLARIFICATIONS For any technical queries or request for clarifications related to specifications of items kindly contact it-tender@comesa.int. All queries must be submitted in writing . All queries on this tender must be submitted to COMESA before 23 rd June 2014 and should be addressed to it-tender@comesa.int. Interested bidders wishing to receive a copy of the responses to requests for clarifications should register using the above address. 3. Cost of Tender The Bidder shall bear all costs associated with the preparation and submission of the bid. COMESA will in no case be responsible or liable for those costs, regardless of the conduct and outcome of the tender. 4. Bid Currencies/Bid Prices All prices shall be quoted in Zambia (ZMW). Any bids expressed in other currencies shall be converted to Zambia Kwacha using the exchange rate of the Bank of Zambia ruling on the

3 closing date. 5. VAT and other taxes Prices must be exclusive of all taxes in Zambia 6. Price Variation Quoted rate should include all overheads and profits. The rate should be firm for the entire contract period. There will be no price variation after signing of contract. Currency exchange fluctuations will be a non factor. 7. Period of validity of Bids The Bids shall remain valid for Ninety (90) days after the closing date of Bid submission. In exceptional circumstances and prior to the expiry of the original tender validity period, the contracting authority may ask tenderers in writing for an extension of this period of 60 days. Tenderers that agree to do so will not be permitted to modify their tenders. If they refuse, their participation in the tender procedure will be terminated. 8. Amendments of Bid documents At any time prior to the deadline for submission of Bids, COMESA, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, may modify the Bidding Documents by issuing an addendum. All addenda shall be posted on the COMESA website All bidders wishing to be notified of any addenda should provide to COMESA the bidders name and address. In order to afford prospective Bidders reasonable time in which to take the amendments into account in preparing their offers, COMESA may, at its discretion, extend the deadline for the submission of bids. 9. Format and sealing of Bids The Bidder shall prepare four (4) copies of the Technical bid and Financial bid in separate envelopes, clearly marking one as Original " and the other four as "Copy. In the event of any discrepancy between them, the original shall govern. The inner and outer envelopes shall be sealed and addressed to Chairman - Procurement Committee, COMESA Secretariat, Ben Bella Road, P.O. Box 30051, Lusaka, Zambia, Attention: Procurement Unit

4 And marked in the top right hand corner IMPLEMENTATION OF AN ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AT COMESA SECRETARIAT TENDER No. CS/ /1MEG DO NOT OPEN BEFORE 07 th July 2014 at HRS Lusaka time. 10. Deadline for Submission of Bids The deadline for the submission of bids is 07 th July 2014 at Hours Lusaka Time (GMT+2). 11. Late Tenders Any Tender received by COMESA after the deadline for submission of Bids shall be rejected. There shall be no exception to this requirement. 12. Required Documents to be submitted A prospective party will be expected to, among other things, submit: (i) (ii) (iii) (iv) (v) (vi) (vii) Profile of the company, and address of the Local Service Centre (if different from the bidder); Proof pertaining to the eligibility of the bidders i.e copy of the registration of the firm, copies of the income tax returns for the preceding two years; Copy of the dealership certificate from the original equipment manufacturer; Compliance with technical specifications of the system s equipment; Details of service/support infrastructure Product brochures containing detailed description of essential technical and performance characteristics of offered equipment Undertaking to provide comprehensive onsite one-year warranty. The financial bid (in a separate envelope) shall contain: (i) Bid prices for the system and any associated installation & Training costs. 13. Evaluation and Comparison of Bids To assist in the examination, evaluation and comparison of Bids, COMESA may ask the Bidder for clarification of its Bid. The request for clarification and the response shall be in writing and no change in price or substance of the Bid shall be sought, offered or permitted. COMESA will examine the Bids to determine whether they are complete, whether any computational errors have been made, whether the documents have been properly signed, and whether the Bids are generally in order. Arithmetical errors will be rectified on the following basis: If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected. If the Bidder does not accept the correction of errors, its Bid will be rejected. If there is a discrepancy between words and figures, the amount in words will prevail.

5 Prior to the detailed evaluation, the Procurement Committee will determine the substantial responsiveness of each Tender. For purposes of these Clauses, a substantially responsive Bid is one, which conforms to all the terms and conditions of the Tender without material deviations. COMESA s determination of a Bid's responsiveness is based on the contents of the Bid itself without recourse to extrinsic evidence. A bid determined as not substantially responsive will be rejected by the COMESA and may not subsequently be made responsive by the Bidder by correction of the non-conformity. Each bid shall be evaluated by a selection committee utilizing a number of criteria, as specified below: i) Extensive experience in the implementation Enterprise Resource Planning systems in public institutions. ii) Extensive experience in project management, training and technology transfer aspects of system implementations. iii) Extensive experience in the integration of Enterprise Resource Planning systems with other applications that a client may have. iv) Adequacy of the proposed work plan and methodology in responding to the TOR. The COMESA Secretariat does not bind itself to accept any bid and reserves the right to accept the whole or partially any of the submitted bids. 14. Technical Queries For any technical queries related to the terms of reference, kindly contact send written enquiries to the following address: it-tender@comesa.int. Note that the deadline for submitting questions is 23 rd June, 2014 by hours Lusaka time. 15. Ownership of Tenders The Contracting Authority retains ownership of all tenders received under this Request for Bids. Consequently, bidders have no right to have their tenders returned to them. 16. Negotiation and Finalization After the selection of the best bid and notificatoin to the selected party, the COMESA Secretariat will commence negotiations with that party for purposes of concluding an agreement for the supply, installation,commissioning and maintenance of the system. 17. Award of Contract Prior to expiration of the period of bid validity, the Procurement Committee will award the contract to the qualified Bidder whose Bid after being evaluated is considered to be the most responsive to the needs of the organization and activity concerned. COMESA reserves the right to wholly or partially reject or award these contracts to any bidder and has no obligation to award this tender to the highest ranked bidder.

6 COMESA also reserves the right to annul the Bid process and reject all Bids at any time prior to award of contract, without thereby incurring any liability to the affected Bidder(s). 18. Cancellation of the Tender In the event of cancellation of the tender, bidders will be notified in writing of the cancellation by the contracting Authority and informed of the reasons for cancellation. If the tender is cancelled before the outer envelope of any bid has been opened, the unopened and sealed envelopes will be returned to the bidders. 19. Signing of the Contract Within 14 days of receipt of the contract the successful Bidder shall sign and date the contract and return it to the COMESA Secretariat. 20. Period of execution The period of execution of the contract starts from the date of the signing of the contract and is estimated to take 2-3 months. 21. Defect Liability Period The Defect Liability Period shall be at least 12 months from the date of handing over the system to COMESA. During the defect liability period the tenderer shall have to maintain the system at his cost in working condition for all items. 22. Payment Terms and Conditions All payments for the work relating to the supply, installation and training on the ERP system would be made after satisfactory completion of work, subject to work being executed in accordance with the contract. 23. Confidentiality Information relating to evaluation of bids and recommendations concerning awards, shall NOT be disclosed to the Bidders who submitted the bids or to other persons not officially concerned with the process, until the winning firm has been notified that it has been awarded the contract. 24. Corrupt or Fraudulent Practices COMESA requires that Bidders/Suppliers/Firms observe the highest standard of ethics during the procurement and executions of such contracts. For the purposes of this provision, COMESA defines the terms set forth below as follows: (i) "corrupt practice" means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the procurement process or in contract execution: and (ii) "fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the COMESA, and includes collusive practice among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive COMESA of the benefits of free and open competition.

7 ANNEX A: SPECIFICATIONS OF THE SYSTEM COMMON MARKET FOR EASTERN AND SOUTHERN AFRICA TERMS OF REFERENCE IMPLEMENTATION OF AN ENTERPRISE RESOURCE PLANNING SYSTEM AT COMESA

8 1. BACKGROUND The Common Market for Eastern and Southern Africa, COMESA is a regional economic grouping comprising 19 member states spanning Northern, Eastern and Southern Africa. It has an area of about 12 million square kilometers and a population of over 380 million people. COMESA launched its Customs Union in 2009 and the next stage is the formation of a Monetary Union and the establishment of a Common Market. The Vision of COMESA is to become a fully integrated international competitive regional economic community, within which there is economic prosperity, demonstrated high living standards of its people with political and social stability within which goods and services, capital and labor move freely across national borders. The Mission of COMESA is to deliver excellent technical services to member states for the advancement of sustainable growth and development through regional integration. COMESA seeks to implement an Enterprise Resource Planning system to assist in the management of the Financials and Human Capital. The system should be highly scalable. COMESA is currently running separate Financials, HR and Payroll applications using different database software. 2. SCOPE AND FOCUS Expected results To have high quality management of the COMESA s Financials and Human Capital using a well-implemented and user friendly Enterprise Resource Planning system. Objectives The main objective of the assignment is to implement an Enterprise Resource Planning system that should be able to handle the Human Resources (HR), Payroll, Financials and other operations of the Secretariat. Integration with the Financials application Integration of the Enterprise Resource Planning system with the Financials application that is currently running at the Secretariat will be an added advantage. 3. MAIN TASKS The following are the major tasks for the project: a. Preparation of an inception report to COMESA Secretariat not later than 30 days after the start of the project detailing a full implementation action plan.

9 b. Preparation of weekly status reports to COMESA Secretariat from the date of submission of the Inception Report to the end of the project. c. Installation and configuration of the system at COMESA. d. Migration of data from the existing applications to the new system. e. Integration of the system with other applications at COMESA. f. Training-of-Trainers package, User, Administration and Technical manuals before final deployment. g. Training sessions for users and administrators before final deployment and project sign off. h. Report and recommendations on the security and maintenance plan going forward. i. One year free support and maintenance of the system. j. Specification of licensing requirements. 4. TECHNICAL SPECIFICATIONS The Bidder should specify the hardware and Operating System requirements for optimal performance of the Enterprise Resource Planning system. The Bidder will be required to assess the existing systems for Financial and HR systems to migrate data into the proposed Enterprise Resource Planning System. The systems are running on Oracle and MSSQL. 5. QUALIFICATIONS OF THE CONSULTING FIRM At the minimum, the consulting firm should have the following: a. Extensive experience in the implementation of Enterprise Resource Planning systems. b. Extensive experience in the implementation Enterprise Resource Planning systems in public institutions. c. Extensive experience in project management, training and technology transfer aspects of system implementations. d. Extensive experience in the integration of Enterprise Resource Planning systems with other applications that a client may have.

10 ANNEX C Form of Contract Part 1: Contract Form THIS AGREEMENT MADE ON day of (Day Month Year ) between the Common Market for Eastern and Southern Africa (COMESA) from LUSAKA ZAMBIA (hereinafter called «the Purchaser») on the one hand and <<Insert name of Supplier>> from <<Insert Supplier s country>>(hereinafter called «the Supplier» on the other hand: WHEREAS the Purchaser invited bids for certain goods and ancillary services, namely IT Equipment for <<Insert LOT Number>> and has accepted a bid by the Supplier for the supply of those goods and services in the sum of US Dollar<<Insert Value>> (hereinafter called «Contract Price»). NOW THIS AGREEMENT WITHNESSETH AS FOLLOWS: 1. In this Agreement, words and expressions shall have the same meanings as are respectively assigned them in the Conditions of Contract referred to. 2. The following documents shall be deemed to form and be read and construed as part of this Agreement, namely: (a) the General Conditions of Contract; (b) (c) (e) the Special Conditions of Contract; the Schedule of Supply; the Bid Submission Sheet and the Price Schedules submitted by the Supplier; 3. In consideration of the payments to be made by the Purchaser to the Supplier as hereinafter mentioned, the Supplier hereby covenants with the Purchaser to provide the goods and services and to remedy 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. 4. The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the goods and 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 their respective laws the day, month and year as indicated above. For and on behalf of COMESA Signature SECRETARY GENERAL, COMESA SECRETARIAT For and on behalf of (insert name of Supplier) Signature (Insert name of Authorised Representative)

11 Part 2: General Conditions of Contract 1. Definitions 1.1 In this Contract, the following terms shall be interpreted as indicated: (a) (b) The Contract means the agreement entered into between the Purchaser and the Supplier, as recorded in the Contract Form signed by the parties, including all attachments and appendices thereto and all documents incorporated by reference therein. The Contract Price means the price payable to the Supplier under the Contract for the full and proper performance of its contractual obligations. (c) (d) (e) (f) (g) (h) (i) (j) (k) The Goods mean all of the equipment, machinery, and/or other materials, which the Supplier is required to supply to the Purchaser under the Contract. The Services means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services, such as installation, commissioning, provision of technical assistance, training, and other such obligations of the Supplier covered under the Contract. GCC mean the General Conditions of Contract contained in this section. SCC means the Special Conditions of Contract. The Purchaser means the organization purchasing the Goods, as named in the SCC. The Purchaser s country is the country named in SCC. The Supplier means the individual or firm supplying the Goods and Services under this Contract and identified in SCC. «COMESA» means the Common Market for Eastern and Southern Africa. The Project Site where applicable, means the place or places named in the SCC. (l) Day means calendar day. 2. Application 2.1 These General Conditions shall apply to the extent that they are not superseded by provisions of other parts of the Contract. 3. Country of Origin 3.1 All Goods and Services supplied under the Contract shall have their origin. 3.2 For purposes of this Clause, «origin» means the place where the Goods were

12 mined, or produced, grown, or produced, or from which the Services are supplied. Goods are produced when, through manufacturing, processing, or substantial and major assembly of components, a commercially recognized new product results that is substantially different in basic characteristics or in purpose or utility from its component. 3.3 The origin of Goods and Services is distinct from the nationality of the Supplier 4. Standards 4.1 The Goods supplied under this Contract shall conform to the standards mentioned in the Technical Specifications, and, when no applicable standard is mentioned, to the authoritative standards appropriate to the Goods country of origin. Such standards shall be the latest issued by the concerned institution. 5. Use of Contract Documents and Information 5.1 The Supplier shall not, without the Purchaser s prior written consent, disclose the Contract, or any provision thereof, or any specification, plan, drawing, pattern, sample, or information furnished by or on behalf of the Purchaser in connection therewith, to any person employed by the Supplier in the performance of the Contract. Disclosure to any such employed person shall be made in confidence and shall extend only to the extent that may be necessary for purposes of such performance. 5.2 The Purchaser shall not, without the Purchaser s prior written consent, make use of any document or information enumerated in GCC Clause 5.1 except for purposes of performing Contract Any document other than the Contract itself, enumerated in GCC Clause 5.1 shall remain the property of the Purchaser and shall be returned to the Purchaser on completion of the Supplier s performance under the Contract if so required by the Purchaser. 6. Patent Rights 6.1 The Supplier shall indemnify the Purchaser against all third-party claims of infringement of patent, trademark, or industrial design rights arising from use of the Goods or any part thereof in the Purchaser s country. 7. Inspections and Tests 7.1 The Purchaser or its representative shall have the right to inspect and/or to test the Goods to confirm their conformity to the Contract Specifications at no extra cost to the Purchaser. The SCC and the Technical Specifications shall specify what inspections and tests the Purchaser requires and where they are to be conducted. The Purchaser shall notify the Supplier in writing and in timely, of the identity of any representatives retained for these purposes. 7.2 The inspections and tests may be conducted on the premises of the Supplier or its subcontractor(s), at point of delivery, and/or at the Goods final destination. If conducted on the premises of the Supplier or its subcontractor(s), all reasonable facilities and assistance, including access to drawings and production data shall be furnished to the inspectors at no charge to the Purchaser.

13 7.3 Should any inspected or tested Goods fail to conform to the Specifications, the Purchaser may reject the Goods, and the Supplier shall either replace the rejected Goods or make alterations necessary to meet specification requirement free of cost to the Purchaser. 7.4 The Purchaser s right to inspect, test and, where necessary, reject the Goods after the Goods arrival in the Purchaser s country shall in no way be limited or waived by reason of the Goods having previously been inspected, tested, and passed by the Purchaser or its representative prior to their shipment from the country of origin. 7.5 Nothing in GCC clause 7 shall in any way release the Supplier from any warranty or other obligations under this Contract. 8. Packing 8.1 The Supplier shall provide such packing of the Goods ad is required to prevent their damage or deterioration during transit to their final destination, as indicated in the Contract. The packing shall be sufficient to withstand, without limitation, rough handling during transit and exposure to extreme temperatures, salt and precipitation during transit, and open storage. Packing case size and weights shall take into consideration, where appropriate, the remoteness of the Goods final destination and the absence of heavy handling facilities at all points in transit. 8.2 The packing, marking, and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the SCC, and in any subsequent instructions ordered by the Purchaser. 9. Delivery and Documents 9.1 Delivery of the Goods shall be made by the Supplier in accordance with the terms specified in Annex II List of Goods. The details of shipping and/or other documents to be furnished by the Supplier are specified in the SCC. 9.2 For purposes of the Contract, EXW, CIF, CIP and other trade terms used to describe the obligations of the parties shall have the meanings assigned to them by the current edition of Incoterms 1 published by the International Chamber of Commerce, Paris. 9.3 Documents to be submitted by the Supplier are specified in the SCC. 10. Insurance 1 Incoterms provides a set of international rules for the interpretation of the more commonly used trade terms.

14 10.1 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 the manner specified in the SCC Where the delivery of the Goods is required by the Purchaser on a CIF or CIP basis, the Supplier shall arrange and pay for cargo insurance, naming the Purchaser as beneficiary. Where delivery is on FOB or FCA basis, insurance shall be the responsibility of the Purchaser. 11. Transport 11.1 Where the Supplier is required under Contract to transport Goods to a specified place of destination within the Purchaser s country defined as «Project Site», transport to such place of destination in the Purchaser s country, including insurance and storage, as indicated in the Contract, shall be arranged and paid for by Supplier, and the related cost shall be included in the Contract Price Where the Supplier is required under Contract to deliver the Goods CIF or CIP, no restriction shall be placed on the choice of carrier. Where the Supplier is required under Contract (i) to deliver the Goods FOB or FCA, and (ii) to arrange on behalf and at the expense of the Purchaser for international transportation on specified carriers or on national flag carriers of the Purchaser s country, the Supplier may arrange for such transportation on alternate carriers if the specified or national flag carriers are not available to transport the Goods within the period(s) specified in the Contract. 12. Incidental Services 12.1 The Supplier may be required to provide any or all of the following services, including additional services, if any, specified in the SCC: (a) (b) (c) (d) (e) Performance or supervision of on-site assembly and/or start-up of the supplied Goods; Furnishing of tools required for assembly and/or maintenance of the supplied Goods; Furnishing of a detailed operations and maintenance manual for each appropriate unit of the supplied Goods; Performance or supervision or maintenance and/or repair of the supplied Goods, for a period of time agreed by the parties, provided that this service shall not relieve the Supplier of an warranty obligations under this Contract; and Training of the Purchaser s personnel, at the Supplier s plant and/or on-site, in assembly, start-up, operation, maintenance, and/or repair of the supplied Goods.

15 12.2 Prices charged by the Supplier for incidental services, if not included in the Contract Price for the Goods, shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged for other parties by the Supplier for similar services. 13. Spare Parts 13.1 As specified in the SCC, the Supplier may be required to provide any or all of the following materials, notifications, and information pertaining to spare parts manufactured or distributed by the Supplier: (a) (b) Such spare parts as the Purchaser may elect to purchase from the Supplier, provided that this election shall not relieve the Supplier of any warranty obligations under the Contract; and In the event of termination of production of the spare parts: (i) (ii) Advance notification to the Purchaser of the pending termination, in sufficient time to enable the Purchaser to procure needed requirements; and Following such termination, furnishing at no cost to the Purchaser, the blueprints, drawings and specifications of the spare parts, if requested. 14. Warranty 14.1 The Supplier warrants that the Goods supplied under the Contract are new, unused, of the most recent or current models and those they incorporate all recent improvements in design and materials unless provided otherwise in the Contract. The Supplier further warrants that all Goods supplied under this Contract shall have no defect arising from design, materials, or workmanship (except when the design and/or material is required by the Purchaser s specifications) or from any act or omission of the Supplier, that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination This 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 Contract, or for eighteen (18) months after the date of shipment from the port or place of loading in the source country, whichever period concludes earlier, unless otherwise specified in the SCC The Purchaser shall promptly notify the Supplier in writing of any claims arising under this warranty Upon receipt of such notice, the Supplier shall, within the period specified in the SCC and with all reasonable speed, repair or replace the defective Goods or parts thereof,

16 without costs to the Purchaser other than, where applicable, the cost of inland delivery of the repaired or replaced Goods or parts from EXW or the port or place of entry to the final destination If the Supplier, having been notified, fails to remedy the defect(s) within the period specified in the SCC, within a reasonable period, the Purchaser may proceed to take such remedial action as may be necessary, at the Supplier s risk and expense and without prejudice to any other rights which the Purchaser may have against the Supplier under the Contract. 15. Payment 15.1 The method and conditions of payment to be made to the Supplier under this Contract shall be specified in the SCC The Supplier s request(s) for payment shall be made to the Purchase in writing, accompanied by an invoice describing, as appropriate, the Goods delivered and Services performed, and by documents submitted pursuant to GCC Clause 9, and upon fulfilment f other obligations stipulated in the Contract Payments shall be made promptly by the Purchaser, but in no case later than sixty (60) days after submission of an invoice or claim by the Supplier The currency or currencies in which payment is made to the Supplier under this Contract shall be specified in the SCC subject to the following general principle: payment will be made in the currency or a currency in which the payment has been requested in the Supplier s bid. 16. Prices 16.1 Prices charged by the Supplier for Goods delivered and Services performed under the Contract shall not vary from the prices quoted by the Supplier in its bid, with the exception of any price adjustments authorized in the SCC or in the Purchaser s request for bid validity extension, as the case may be. 17. Change Orders 17.1 The Purchaser may at any time, by a written order given to the Supplier pursuant to GCC Clause 30, make changes within the general scope of the Contract in any one or more of the following: (a) Drawings, designs, or specifications, where Goods to be furnished under the Contract are to be specifically manufactured for the Purchaser; (b) (c) (d) The method of shipment or packing; The place of delivery; and/or The Services to be provided by the Supplier If any such change causes an increase or decrease in the cost of, or the time required for, the Supplier s performance of any provisions under the Contract, an equitable adjustment shall be made in the Contract Price or delivery schedule, or both, and the

17 Contract shall accordingly be amended. Any claims by the Supplier for adjustment under this clause must be asserted within thirty (30) days from the date of the Supplier s receipt of the Purchaser s change order. 18. Contract Amendment 18.1 Subject to GCC Clause 17, no variation in or modification of the terms of the Contract shall be made except by written amendment signed by the parties. 19. Assignment 19.1 The Supplier shall not assign, in whole or in part, its obligations to perform under this Contract except with the Purchaser s prior written consent. 20. Subcontracts 20.1 The Supplier shall notify the Purchaser in writing of all subcontracts awarded under this Contract if not already specified in the bid. Such notification, in the original bid or later, shall not relieve the Supplier from any liability or obligation under the Contract. 21. Delays in the Supplier s Performance 21.1 Delivery of Goods and performance of Services shall be made by the Supplier in accordance with the time schedule prescribed by the Purchaser in the Schedule of Requirements If at any time during performance of the Contract, he Supplier or its subcontractor(s) should encounter conditions impeding timely delivery of the Goods and performance of Services, the Supplier shall promptly notify the Purchaser in writing of the fact of the delay, it s likely duration and its cause(s). As soon as practicable after receipt of the Supplier s notice, the Purchaser shall evaluate the situation and may at its discretion extend the Supplier s time for performance, with or without liquidated damages, in which case the extension shall be ratified by the parties by amendment of Contract Except as provided under GCC Clause 24, a delay by the Supplier in the performance of its delivery obligations shall render the Supplier liable to the imposition of liquidated damages pursuant to GCC Clause 22, unless and extension of time is agreed upon pursuant to GCC Clause 21.2 without the application of liquidated damages. 22. Liquidated Damages 22.1 Subject to GCC Clause 25, if the Supplier fails to deliver any or all of the Goods or to perform the Services within the period(s) specified in the Contract, the Purchaser shall, without prejudice to its other remedies the Contract, deduct from the Contract Price, as liquidated damages, a sum equivalent to the percentage specified in the SCC of the delivered price of the delayed Goods or unperformed Services for each week or part thereof of delay until actual delivery or performance, up to a maximum deduction of the percentage specified in the SCC. Once the maximum is reached, the Purchaser may consider termination of the Contract pursuant to GCC Clause Termination for Default

18 23.1 The Purchaser, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Supplier, may terminate this Contract in whole or in part: (a) if the Supplier fails to deliver any or all of the Goods within the period(s) specified in the Contract, or within any extension thereof granted by the Purchaser pursuant to GCC Clause 21; or (b) if the Supplier fails to perform any other obligation(s) under the Contract ; (c) if the Supplier, in the judgement of the Purchaser, has engaged in corrupt or fraudulent practices in competing for or executing the Contract. For the purpose of this cause: "corrupt practice" means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the procurement process or in contract execution. "fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Borrower, and included collusive practice among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Borrower of the benefits of free and open competition In the event the Purchaser terminates the Contract in whole or in part, pursuant to GCC Clause 24.1, the Purchaser may procure, upon such terms and in such manner as it deems appropriate, Goods or Services similar to those undelivered, and the Supplier shall be liable to the Purchaser for any excess costs for such similar Goods or Services. However, the Supplier shall continue performance of the Contract to the extent not terminated. 24. Force majeure 24.1 Notwithstanding the provisions of GCC Clauses 22, 23 and 24, the Supplier shall not be liable for forfeiture of its performance security, liquidated damages, or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure For purposes of this clause, «Force Majeure» means an event beyond the control of the Supplier and not involving the Supplier s fault or negligence and not foreseeable. Such events may include, but are not restricted to, acts of the Purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes If a Force Majeure situation arises, the Supplier shall promptly notify the Purchaser in writing of such condition and the cause thereof. Unless otherwise directed by the Purchaser in writing, the Supplier shall continue to perform its obligations under the

19 Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. 25. Termination for Insolvency 25.1 The Purchaser may at any time terminate the Contract by giving written notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In this event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the Purchaser. 26. Termination for Convenience 26.1 The Purchaser, by written notice sent to the Supplier, may terminate the Contract, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for the Purchaser s convenience, the extent to which performance of the Supplier under the Contract is terminated, and the date on which such termination becomes effective Goods that are complete and ready for shipment within thirty (30) days after the Supplier s receipt of notice of termination shall be accepted by the Purchase at the Contract terms and prices. For the remaining Goods, the Purchaser may elect: (a) to have any portion completed and delivered at the Contract terms and prices; and/or (b) to cancel the remainder and pay to the Supplier an agreed amount for partially completed Goods and Services and for materials and parts previously procured by the Supplier. 27. Resolution of Disputes 27.1 The Purchaser and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Contract If, after thirty (30) days of such informal negotiations, the Purchaser and the Supplier have been unable to resolve amicably a Contract dispute, either party may require that the dispute be referred for resolution to the formal mechanisms specified in the SCC. 28. Governing Language 28.1 The Contract shall be written in the language specified in the SCC. Subject to GCC Clause 30, the version of the contract written in the specified language shall govern its interpretation. All correspondence and other documents pertaining to the Contract, which are exchanged by the parties, shall be written in the same language. 29. Applicable Law 29.1 The Contract shall be interpreted in accordance with the laws of the Purchaser s country, unless otherwise specified in the SCC. 30. Notices

20 30.1 Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing or by cable, telex, or facsimile and confirmed in writing to the other party s address specified in the SCC A notice shall be effective when delivered or on the notice s effective date, whichever is later. 31. Taxes and Duties 31.1 A Supplier shall be entirely responsible for all taxes, duties, licence fees, etc, incurred until delivery of the contracted Goods to the Purchaser. 32. Privileges and Immunity Nothing in or related to this Contract is intended to be or should be construed as a waiver of the privileges and immunities of COMESA or its officers or employees, express or implied, which privileges and immunities are hereby specifically reserved as set forth in the COMESA Treaty and related legal instruments on immunities, privileges and international law. Part 3: Special Conditions of Contract (SCC) Table of Clauses: 1. Definitions (GCC Clause 1) Country of Origin (GCC Clause 3) Inspections and Tests (GCC Clause 8) Packing (GCC Clause 9) Delivery and Documents (GCC Clause 9) Insurance (GCC Clause 11) Incidental Services (GCC Clause 13) Spare Parts (GCC Clause 14) Warranty (GCC Clause 15) Payment (GCC Clause 16)... 24

21 11. Liquidated Damages (GCC Clause 23) Resolution of Disputes (GCC Clause 28) Governing Language (GCC Clause 29) Notices (GCC Clause 31)... 25

22 Special Conditions of Contract The following Special Conditions of Contract shall supplement the General Conditions of Contract. Whenever there is a conflict, the provisions herein shall prevail over those in the General conditions of Contract. The corresponding clause number of the GCC is indicated in parentheses. 1. Definitions (GCC Clause 1) GCC 1.1 (g) GCC 1.1 (h) GCC 1.1 (i) - The Purchaser is: COMESA - The Purchaser s country is: ZAMBIA - The Supplier is: <<Insert>> 2. Country of Origin (GCC Clause 3) All countries. 3. Inspections and Tests (GCC Clause 7) GCC 7.2- Inspection and tests prior to shipment and at final acceptance are as follows: The Supplier will arrange inspection of the goods prior to delivery and have an inspection certificate issued to this effect. The purchaser will inspect the goods after delivery installation and commissioning for conformance to specifications 4. Packing (GCC Clause 8) GCC 8.2- The following SCC shall supersede GCC Clause 8.2: The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their final destination and comply with all the provision made in Clause 8 of the GCC. 5. Delivery and Documents (GCC Clause 9) The delivery point of the equipment under this contract is COMESA CENTER, Ben Bella Road, P.o. Box Lusaka, Zambia Tel: /32 Delivery MUST be within 60 working days from the day the contract is signed by both parties. The goods will be delivered duty and VAT unpaid i.e DDU (Delivered Duty Unpaid) to:

23 COMESA CENTER, Ben Bella Road, P.o. Box Lusaka, Zambia Tel: /32 The supplier shall pay for all costs, including inland transportation to the named place of destination and any other related expense but excluding Duty and VAT. The contract price shall also include insurance, installation, commissioning and training. The purchase will provide the supplier with a duty and VAT exemption certificate to facilitate the clearance of the goods from customs. The Purchaser shall be responsible for Duty and VAT charges on the equipment. The Supplier shall be entirely responsible for all other mandatory taxes not related to import Duty and VAT e.g licence fees, etc, incurred until delivery of the contracted Goods to the Purchaser s delivery point. GCC Upon delivery of the Goods to the carrier, the Supplier shall notify the Purchaser and mail the following documents to the Purchaser: (i) Copies of the Supplier s invoice showing Goods description, quantity, unit price and total amount; (ii) Delivery note, and shipping documents; (iii) Manufacturer s or Supplier s warranty certificate; (iv) Inspection certificate issued by the nominated inspection agency, and the Supplier s factory inspection report; and (v) Certificate of origin. (vi) Manufactures Authorization of Agents as distributors The above documents shall be received by the Purchaser before arrival of the Goods and, if necessary, the Supplier will be responsible for any consequent expenses. 6. Insurance (GCC Clause 10) GCC The insurance shall be in an amount equal to 110 percent of the CIF or CIP value of the Goods from «warehouse to warehouse» on «All Risks» basis, including war risks and strikes. 7. Incidental Services (GCC Clause 12) GCC Incidental services to be provided are: -inspection of the installation site to ensure readiness for installation in advance of delivery to site -Provision of spare parts and operation manuals in English language -installation and Commissioning

24 - Training of the Secretariat personnel and all other incidental services outlined in the GCC Spare Parts (GCC Clause 13) GCC Supplier shall carry sufficient inventories to assure ex-stock supply of consumable spares for the Goods. Other spare parts and components shall be supplied as promptly as possible, but in any case within 30 days of placing the order during the warranty period. 9. Warranty (GCC Clause 14) GCC In partial modification of the provisions, the warranty period shall as per manufactures starting from date of acceptance of the Goods. The Supplier shall, in addition, comply with the performance and/or consumption guarantees specified under the Contract. If, for reasons attributable to the Supplier, these guarantees are not attained in whole or in part, the Supplier shall, at its discretion, either: i. Make such changes, modifications, and/or additions to the Goods or any part thereof as may be necessary in order to attain the contractual guarantees specified in the Contract at its own cost and expense and to carry out further performance tests. ii. Pay liquidated damages to the Purchaser with respect to the failure to meet the contractual guarantees. The rate of these liquidated damages shall be 0.5% of contract price per week. iii. The maximum liquidated damage shall be 10% of the contract price GCC 14.4 & The period for correction of defects in the warranty period is : 45 days 10. Payment (GCC Clause 15) GCC The method and conditions of payment to be made to the Supplier under this Contract shall be as follows: Payment shall be made through the use of a Letter of Credit or Advance against Bank Guarantee Letters of credit is limited to 90% of the contract price and the remaining 10% be paid after commissioning, training and final acceptance of equipment. Payment under Advance against Bank Guarantee will be limited to 90% of the contract price and the remaining 10% be paid after commissioning, training and final acceptance of equipment. The reimbursement under letters of Credit method will be within 90 days. The payment will be made in US Dollar. 11. Liquidated Damages (GCC Clause 22) GCC Applicable rate: Maximum deduction rate for liquidated damages is: one-half (0.5) percent of contract price per week The maximum liquidated damage shall be 10% of the contract price

25 12. Resolution of Disputes (GCC Clause 27) GCC The dispute resolution mechanism to be applied pursuant to GCC Clause 27.2 shall be as follows: The parties shall endeavour to reach a satisfactory settlement of any application of this Contract, its termination and/or the rights and obligations of each party under this Contract. In the event the parties fail to reach an amicable settlement within 15 days of the notice of the dispute, either party may submit the dispute to arbitration before the COMESA Court of Justice. In the event that any dispute arises between any of the parties to this Contract then at any time after the exhaustion of the procedures of mediation referred to in sub paragraph 1 above such dispute shall be referred to arbitration at the request of a party upon written notice to that effect (a Notice of Arbitration ) and be finally determined in accordance with the Arbitration Rules of the COMESA Court of Justice as amended from time to time (the Rules ). Each party agrees that any decision or award in any arbitration made by the COMESA Court of Justice pursuant to this sub-clause shall be final and binding and hereby waives any right of appeal or recourse to any court of law. 13. Governing Language (GCC Clause 28) GCC The Governing language shall be English 14. Notices (GCC Clause 30) GCC Purchaser s address for notice purposes: COMESASECRETARIAT, C/o THE SECRETARY GENERAL P.o. Box LUSAKA, ZAMBIA secgen@comesa.int copy to: jkinyele@comesa.int - Supplier s address for notice purposes: