The Purchaser or its representative shall have the right to inspect the Equipment to confirm its conformity with the Contract specifications at no extra cost to the Purchaser, after due notification.
The Supplier shall carry out at manufacturer’s premises a Factory Acceptance Test (FAT) after the Equipment is produced completely and have undergone internal tests of the Supplier. The FAT is to be implemented according the procedure as established by the manufacturer in the presence of representatives of Purchaser for ……….. days. The cost for travelling and stay of Purchaser’s representatives shall be born by the Purchaser.
The Supplier shall notify the Purchaser about his readiness for the test 15-20 days in advance. Together with the notification the Supplier shall sent a blank copy of FAT protocol.
The following activities shall be carried out at FAT:
Checking of technical and validation documentation;
Checking the compliance of the Equipment with the Contract specification;
Idle run of the Equipment at least for 30 minutes;
Carrying out size parts changes;
Where applicable performance runs of [name of product]…. shall be carried out. The tests will be at least 60 minutes with products and packaging materials provided by the Purchaser.
The Supplier shall delegate to the Site his specialists for carrying out SAT (Site Acceptance Tests), including the activities, set forth in art. 10.4. below. SAT do not include following activities that are obligations of the Purchaser.
Commissioning of the Equipment and performance run of…[name of product]…., at least 60 minutes;
Drawing up and signing the SAT Protocol.
The Taking-over shall be implemented in two stages:
Stage I – by Certificate of Delivery as per art. 4.4 above.
Stage II – by Final Certificate of Acceptance, signed by both contracting parties, evidencing that the Equipment is installed and commissioned, and the training of Purchaser’s personnel is carried out.
Dispatch, packing and marking
The Equipment will be delivered in wooden cases and/or cardboard boxes. All necessary measures for protection of Equipment against damages and/or corrosion during normal handling are to be taken by the Supplier.
Each parcel is to be marked at least at two sides with indelible paint and the marking should contain following data:
Importer: Sopharma AD
Weight gross/net: ...................kg
Parcel identification No:.........
Contract No:
Final receiver’s address: Sopharma AD
16 Iliensko chaussee Str., 1220 Sofia, Bulgaria.
Within 24 hours after dispatch of the Equipment the Supplier shall notify the Purchaser by E-mail/telex/fax about registration number of performing vehicle, date of departure, weight of goods, number, date and value of invoice.
Termination
The Contract shall terminate after acceptance of the deliveries and total (timely, exact and entire) fulfillment of all obligations of each party and signing the Final Certificate of Acceptance as per art. 10.5.2 .
The Contract may be terminated before the contracted terms by written mutual agreement. The material, financial and other issues shall be arranged in the said agreement.
The Contract may be terminated unilaterally by the Purchaser in case the Supplier does not fulfil its obligations, does not respect the terms of delivery or delivers the equipment with poor quality, not corresponding to the technical specifications set forth in the Contract. Moreover, other reasons for termination the contract by the Purchaser shall be fraud and/or corruption practice committed by the Supplier.
In case the Contract is terminated by Supplier’s fault the Supplier is liable to penalties amounting to ten (10) percent on the price of the Contract as per art. 2.1. and also to reimburse the full amount of the advance payment as per art. 3.1.1.
The Executive Agency for encouraging of small and middle enterprises in its capacity of Contracting Authority, granting financial aid as per the Project No. 2ТМГ-02-1/11.03.2011 “Improvement of competitiveness of Sopharma AD, by introduction of innovative technological equipment, and starting the manufacture of innovative products” implemented by Sopharma, is not a Party of this Contract and it is not responsible for any damages, that may occur due to non fulfilment of the present Contract.
The Supplier shall comply with the provisions of Annex 4 hereto.
Arbitration
All disputes arising in connection with the present Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with the said rules. Place of arbitration shall be Vienna Austria.
This Agreement shall be subject to the substantive law of Austria excluding the conflict of law provisions or any international conventions on the law of the sale of goods.
