The Supplier shall deliver, install and commission the equipment (all documentation is included in the delivery) within ……….(..) months after receiving the advance payment.
As a date of delivery shall be considered:
For machines, equipment and materials – the date of the Truck Waybill (CMR) or other transport document;
For the documentation – the post stamp in case of postage or the date of the protocol set forth in art. 4.4 bellow.
Shipment ahead of schedule is allowed.
The receiving of the Equipment/documentation is attested by Certificate of Delivery, signed by both contracting parties, evidencing that the Equipment and the documentation (shipping and technical) are received on the Site in full compliance with terms of the contract.
Warranties, Liability
The Supplier warrants:
That the Equipment will be brand new and never used and it will be free from any defects in design, workmanship and materials, as well as its troubleless operation and good performance (at two shifts – 14 hours daily) for a period of ................ (.....) months, after the date of the Final Certificate of Acceptance, as per art. 10.5.2 , but not more than ......................... (.......) months after delivery.
Ordinary wear and tear, use of unauthorized service and parts, improper use and operation etc. are excluded from the warranty.
The following performances (if applicable):
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The test shall be implemented at Site by the Supplier’s personnel in the presence of Purchaser’s specialists.
That the Equipment, is designed according the common pharmaceutical practice and the requirements of the GMP (Good Manufacturing Practice).
Supplier undertakes to make immediate action, but not later than one (1) week, to start repair and removal of defects or unsatisfactory performance as may arise during the warranty period. In case of a major parts replacement when significant manufacturing time is required, the terms of replacement will be agreed between both sides.
During the warranty period the Supplier shall bear all costs of repair or replacement of defective parts (such as fault of design, workmanship or materials) excluding normal wear and tear.
In case Supplier fails to execute his obligation (replacement or repairs) regarding the warranty Purchaser is, after coordination with Supplier, entitled to take the necessary measures for removal of defects at the expenses of Supplier. Supplier undertakes to reimburse the relevant costs to Purchaser otherwise Purchaser is entitled to deduct these costs out of the Performance Guarantee.
Supplier shall be relieved of its obligations under this warranty if the defects have occurred due to reasons depending on Purchaser.
Bank Guarantees
In order to cover his obligations under this Contract the Supplier shall submit to the Purchaser the following instruments issued by first class bank.
Bank Guarantee for Advance Payment with text set forth in Annex 2 to this Contract;
Performance Guarantee amounting to five (5) per cent of the Contract price valid until the end of the guarantee period with text set forth in Annex 3 to this Contract.
Liquidated damages
If the shipment of the Equipment is delayed by Supplier’s fault, Supplier is obliged to pay to Purchaser liquidated damages at the rate of 0,5% of Contract price (as per article 2.1 of this Contract) per any week of delay ; or part thereof, but the amount must not exceed 5% of the Contract price.
If payment is delayed by Purchaser’s fault, Purchaser is obliged to pay to Supplier liquidated damages at the rate of 0,5% of the amount of the particular payment fallen due per any week of delay, or part thereof, but not more than to 5% of the Contract price.
The Purchaser shall forfeit his right to liquidated damages if he has not lodged a claim in writing for such damages within thirty (30) days of the time when the reason for claiming the liquidated damages occurred.
The Supplier shall pay the amounts resulting from liquidated damages within fifteen (15) days of the demand of Purchaser, otherwise Purchaser is entitled to deduct these amounts out of the Performance Guarantee.
Further claims due to delay or poor performance shall be excluded.
Spare Parts
Together with the Equipment the Supplier shall deliver a set of wear and tear part, necessary for normal performance during guarantee period. The list of these spare parts is to be included in the Technical documentation.
Together with the technical documentation Supplier shall submit specification with price quotation of recommended spare parts for two years running after the guarantee period. The price of these spare parts shall remain valid and binding for twelve (12) months after expiration of guarantee period as per art. 5.1.1 of this Contract. Purchaser may order all or any of the spare parts so recommended at its discretion.
Supplier is obliged to deliver spare parts for the Equipment for a period not less than ten years of signing the Contract at prices prevailing at the time of spare parts ordering.
Confidentiality
The Supplier and the Purchaser shall treat as confidential any information, received by and in respect of execution of the Contract.
Subject to prior written consent of the Purchaser the Supplier shall not reveal to anybody except to his employees, irrespective of the manner and the form, the Contract or part thereof, as well as any information relating to its implementation. The revealing of the information to such employees is effected only in the extent necessary for the purposes of contract execution.
The Purchaser guarantees the confidentiality in using the documents and materials, submitted by the Supplier, by not giving them to third parties.
