Ministry of Foreign Affairs
Danida
Procurement of Motorcycles - Uganda
Contract Notice 2015/S 126-230114
File no. 2015 – 27312
June 2015
DANIDA – Procurement of Motorcycles - Uganda
2
TABLE OF CONTENTS
INSTRUCTIONS TO TENDERERS
1.
2.
3.
4.
5.
6.
7.
8.
4
Introduction
Eligibility of the Tenderer
The Tender Documents
Preparation of the Tender
Submission of the Tender
Tender Opening
Tender Evaluation
Award
4
4
5
6
7
8
8
9
ANNEX A: CRITERIA AND METHOD OF EVALUATION
11
LETTER OF TENDER
12
AGREEMENT
18
BUYER’S ACCEPTANCE
19
APPENDIX TO THE AGREEMENT
20
SCHEDULE OF PRICES INCLUDING DELIVERY DETAILS
24
CONDITIONS OF CONTRACT
25
TECHNICAL SPECIFICATIONS
36
FORM OF ADVANCE PAYMENT SECURITY
38
Introduction
DANIDA – Procurement of Motorcycles - Uganda
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INTRODUCTION
TERMINOLOGY AND DEFINITIONS
“Tender Dossier” means the invitation and documents issued to the Tenderers in connection with the
tendering.
“Tender” or “Tender document” means the document forming the tender submitted by the Tenderer.
Other terms shall have the meanings assigned to them in the Instructions to Tenderers and the Contract
Documents.
Introduction
DANIDA – Procurement of Motorcycles - Uganda
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INSTRUCTIONS TO TENDERERS
1.
Introduction
1.1.
These instructions to tender relate to a contract notice published by the office for Official
Publications of the European Commission.
1.2.
The Tender Dossier comprises:
(i)
Instructions to Tenderers, and Annex A: Criteria and Method of Evaluation.
(ii)
Letter of tender, with its appendices
(iii)
Form of Agreement, and Form of Appendix to the Agreement
(iv)
Schedule of prices including delivery details
(v)
Conditions of Contract
(vi)
Technical Specifications
(vii)
Format for guarantees
1.3.
The Instructions to Tenderers prescribe the procedures to be followed until the Buyer either
enters into an agreement with a Tenderer or advises him that the Buyer does not intend to do
so. These Instructions should not form any part of the Tenderer's Tender or the Contract.
1.4.
Words and expressions defined in Clause 1 of the Conditions of Contract (General
Provisions) shall have the same meanings in these Instructions.
1.5.
The Tenderer shall bear all its costs incurred in the preparation and submission of the Tender
and clarifications of a Contract, including visits, interviews, and other actions mentioned or
implied in these Instructions.
1.6.
The Buyer will not be responsible or liable for such costs, regardless of the conduct or
outcome of the tendering process. The Buyer reserves the right to accept or reject any
Tender, or to annul the tendering process and reject all Tenders, without incurring liability to
any Tenderer and without notifying any Tenderer of the reasons for the Buyer's action.
1.7.
Tender procedures are subject to the law of Denmark and the rules applicable hereunder.
2.
Eligibility of the Tenderer
2.1.
Any possible requirement to the eligibility of the tenderer are stipulated in the contract notice
published by the office for Official Publications of the European Commission.
2.2
The Tenderer shall notify the Buyer, as soon as practicable, of any change in the information
submitted (including changes in the composition of the Tenderer or the legal status and place
of establishment, grounds for exclusion, potential conflicts of interest, economic and
financial standing, and technical capability/capacity of the Tenderer or its members).
Any significant change in such information may disqualify the Tenderer from participation
in the Tender and award of contract.
2.3
If the Tenderer is an association as a joint venture, consortium or other unincorporated
grouping of two or more legal entities (here called a joint venture) the following shall apply:
(i)
The Tender shall be signed by all members of the joint venture.
(ii)
The members shall attach to the Tender a letter of intent including
-
a definition of the roles and percentage input in monetary terms of each
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
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member of the joint venture,
-
a statement that the members of the joint venture will undertake, jointly and
severally, the obligations of the joint venture under the contract if awarded,
-
a statement that the members of the joint venture appoint and authorise the
lead member (named) with authority to bind the joint venture, and to act on
its behalf in all matters in connection with or arising out of this Agreement,
-
a statement that the joint venture shall, upon the award of contract, submit
for approval of the Buyer, a proper joint venture agreement detailing the
role, input and responsibilities of the members as well as the administration
and financing of the joint venture,
-
a statement that the composition or constitution of the joint venture shall not
be altered without prior written consent by the Buyer.
2.4
No such member in a joint venture or sole Tenderer shall participate in the preparation of
another Tenderer’s Tender for the same assignment. If any member is found to have
participated in two or more Tenders, other than alternative Tenders from the same Tenderer,
all such Tenders will be rejected.
2.5
However, any entity may be proposed as a prospective sub-contractor by more than one
Tenderer.
2.6
Whenever an entity is to be associated as a sub-contractor or member in a joint venture, the
major part of the Contract must be rendered by the legal entity or joint venture.
2.7
Tenderers shall not be eligible for the assignment if this would conflict with their prior or
current obligations to other Buyers, or may place them in a position of not being able to
carry out the assignment in the best interest of the Buyer.
A Tenderer (if a joint venture any of its members) who may be affected by a potential
conflict of interest shall attached to his Tender notify the Buyer of the details of this conflict
of interest.
Tenderers shall be disqualified from tendering and entering into a contract if there could be
potential conflict between the Tenderer's activities under the supply contract and the Tender's
activities in providing services or carrying out works for the same
program/component/project.
3.
The Tender Documents
3.1
The Tender shall be responsive to the complete Tender Dossier which comprises the
documents listed in Clause 1 above and any Addenda to Tender Dossier which may be
issued as described in this Clause 3. The Tenderer shall scrutinise each document
immediately upon receipt and shall promptly give notice, to the party who issued the
document, of any pages that appear to be missing.
3.2
The Tenderer must carefully examine documents of the Tender Dossier. Failure to comply
with these Instructions or with any other tendering requirements will be at the Tenderer’s
risk.
3.3
If the Tenderer requires any clarification of the Tender Dossier, he shall give notice to the
contact point(s) as stated in section I of the Contract Notice. The notice must be in writing in
the language as specified in section IV.3.6) of the Contract Notice. Requests that cannot be
answered six days before the Tender Submission Date will not be answered.
3.4
The Buyer will respond to the notice by issuing
(i)
the text of the question or request for clarification and
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
(ii)
6
the clarification.
This response shall be in writing and shall give no indication of the identity of the Tenderer
who requested the clarification. Requests for clarification and responses shall be sent to all
prospective Tenderers who received the Tender Dossier, but shall not constitute amendments
to the Tender Dossier.
Requests for clarification and responses will be posted on the website of the Buyer:
http://um.dk/en/danida-en/activities/business/contracts/long/contract-opportunities/ if issued.
It is the responsibility of the Tenderer to obtain clarifications issued by the Buyer.
3.5
If amendments are made to the Tender Dossier the Buyer will issue an addendum to the
Tender Dossier. Each addendum to the Tender Dossier will be posted as mentioned in 3.4
above. Each addendum shall be binding upon the Tenderers. It is the responsibility of the
Tenderer to obtain addenda issued by the Client.
3.6
At any time the Buyer may similarly issue an addendum to the Tender Dossier that
postpones the Tender Submission Date. In this event, all rights and obligations of the Buyer
and the Tenderers previously related to the original date shall thereafter be subject to the
amended date.
Individual meetings or communications (except for requests for clarifications) by the
Tenderers with the Buyer or the Recipient are not allowed.
4.
Preparation of the Tender
4.1
The Tenderer should obtain for himself, on its own responsibility, all information, which
may be necessary for preparing the Tender and entering into the Agreement.
4.2
The Tender and all communications between the Tenderer and the Buyer shall be typed or
written in indelible ink in the language specified in section IV.3.6 of the Contract Notice.
Supporting documentation submitted by the Tenderer may be in another language if he also
submits an appropriate translation of all its relevant passages into the language specified in
the Contract Notice.
4.3
The Tender Dossier issued to the Tenderer, including any amendments instructed in an
Addendum to Tender Dossier, shall be used without further changes.
4.4
The Tender to be submitted by each Tenderer shall comprise the Letter of Tender including
documentation as listed in the Letter of Tender.
4.5
The Tenderer shall also submit the following supplementary information accompanying, but
not forming part of his Tender
(i)
Any proposals for subcontracting the supply of any Goods and associated Services.
4.6
The Tender shall price the whole of the Goods and Services in accordance with the Tender
Dossier. A Tender which excludes any part thereof shall be rejected as not responsive.
4.7
The tables in the Appendix shall be fully priced, with a rate entered for each item of Goods
and Services as applicable, and the total shall be carried forward to the Offer. All rates and
prices shall be entered in the same currency as that which is named in the Offer.
4.8
The completed Tender shall not have any alterations or erasures, except any which may be
specified in an Addendum to Tender Dossier issued under Clause 3 of these Instructions.
However, if alterations are necessary to correct errors made by the Tenderer, these
corrections shall be endorsed with the signature of the person signing the Tender.
4.9
Only one Tender may be submitted by each Tenderer.
4.10
No alternative tenders are permitted.
4.11
It is emphasized that the Buyer will not be able to engage in traditional negotiations with the
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
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Tenderers regarding the tenders submitted. With respect to negotiations, the Buyer will
operate within the rules of negotiation set out, among others, in Council and Commission
statement concerning Council Directive 93/37/EEC of 14 June 1993:
"The Council and the Commission state that in open and restricted procedures all
negotiations with candidates or tenderers on fundamental aspects of contracts, variations in
which are likely to distort competition, and in particular on prices, shall be ruled out;
however, discussions with candidates or tenderers may be held but only for the purpose of
clarifying or supplementing the content of their tenders of the requirements of the
contracting authorities and provided this does not involve discrimination."
Hence, no contract or price negotiations as such shall be conducted and, therefore, the
Tenderers should ensure that the wording of their tenders allows the contract to be concluded
without prior negotiations between the tenderer and the contracting authorities.
It is thus of the utmost importance that the tenders are comprehensive and consider all
relevant issues, contain all necessary information, and are precise in every respect.
5.
Submission of the Tender
5.1
The Tenderer shall prepare one original, one copy and one CD ROM/USB stick of the
documents comprising the Tender and supplementary information, as described in Clause 4
of these Instructions.
Each shall be submitted in an inner envelope within an outer envelope, with each document
being clearly marked "ORIGINAL", "COPY" or "CD ROM/USB stick" as appropriate. In
the event of any discrepancy between them, the ORIGINAL shall prevail.
The documents on the CD ROM/USB stick shall be in PDF format and as a single file only.
Brochures shall not be included on the CD ROM/USB stick.
5.2
The original of the Tender shall be signed by a person or persons duly authorised to bind the
Tenderer. Proof of authorisation, in the form of a written power of attorney, shall be annexed
to the Offer.
5.3
The inner and outer envelopes shall be marked “Do not open” and be addressed as specified
in the Contract Notice Annex A with the title attributed to the contracting authority as
specified in the Contract Notice Section II.1.1) and the file reference number specified in the
Contract Notice Section IV.3.1.
5.4
The inner envelopes shall indicate the name and address of the Tenderer to enable the Tender
to be returned unopened in the event of it being declared "late". The outer envelopes shall
give no indication of the Tenderer.
5.5
If a Tender is misplaced or opened prematurely because an envelope was not sealed and
marked as instructed above, the Buyer shall not be responsible and the Tender may be
rejected.
5.6
The original, the copy and the CD ROM/USB stick of the Tender must be delivered to the
address specified above no later than the time, on the Tender Submission Date, as stated in
the contract notice IV 3.4). Tenders received thereafter will be returned unopened.
5.7
The Tenderer may modify or withdraw its Tender after submitting it, if the modification or
notice of withdrawal is received in writing before such prescribed time for submission of
Tenders but not thereafter. The Tenderer’s modification or notice of withdrawal shall be
prepared, sealed, marked and delivered in accordance with the provisions of this Clause 5,
with the inner and outer envelopes additionally marked "MODIFICATION" or
"WITHDRAWAL", as appropriate. In particular, the modification or notice of withdrawal
shall be signed by a person or persons duly authorised to bind the Tenderer, and proof of
authorisation shall be annexed.
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
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5.8
A Tender submitted other than as described in this Clause 5 may be rejected by the Buyer
and returned to the Tenderer.
5.9
The Tender shall remain valid and open for acceptance for the period of 60 days from the
Tender Submission Date. The Tenderer shall calculate the date on which validity expires and
insert this expiry date in the second paragraph of the Letter of Tender. Prior to this expiry
date; the Buyer may by written notice request the Tenderer to extend the validity period. The
Tenderer may refuse the request, but shall not modify its Tender other than by extending its
validity.
6.
Tender Opening
6.1
Tenders and other submissions, which are in accordance with Clause 5 of these Instructions,
will be opened after the Tender Submission Date and time.
6.2
The Tenderers' representatives are not permitted to attend the opening.
6.3
Tenders for which the Buyer has received a valid notice of withdrawal in accordance with
Clause 5 of these Instructions shall not be opened.
6.4
The Tenders will be examined by the Buyer to determine whether they appear to be
complete, properly signed, and generally in order.
6.5
After this opening of Tenders, information relating to the examination, clarification,
evaluation, and comparison of Tenders, and recommendations concerning award of the
assignment shall not be disclosed to Tenderers or other persons not officially concerned with
the tendering process.
Any effort by a Tenderer to influence the Buyer or the Agent in these processes may result in
the rejection of the Tenderer’s Tender.
7.
Tender Evaluation
7.1
As a part of the detailed evaluation of Tenders, the Buyer will determine whether each
Tender is substantially responsive to the requirements of the Tender Dossier.
7.2
If a Tender is not substantially responsive to the requirements of the Tender Dossier, it will
be rejected by the Buyer.
For the purpose of this clause, a substantially responsive Tender is a Tender compliant with
all the terms, conditions, and specifications of the Tender Dossier without material deviation
or reservation. A material deviation or reservation is one which affects in any substantial
way the scope, quality, or performance of the Contract, or which limits in any substantial
way, inconsistent with the Tender Dossier, the Buyer's rights or the Tenderer's obligations
under the Agreement, and the rectification of which deviation or reservation would affect
unfairly the competitive position of other Tenderers presenting substantially responsive
Tenders.
7.3
The Buyer will only evaluate and compare the Tenders that have been determined to be
substantially responsive to the requirements of the Tender Dossier.
The Contract Notice, section II.1.9) will state whether alternative Tenders are permitted or
not. If alternative Tenders are permitted, only the alternatives submitted by the Tenderer with
the highest rated compliant and responsive Tender shall be considered as a basis for
finalising a contract.
Responsive Tenders will first be checked by the Buyer for any arithmetic errors in
computation and summation, and any errors will be corrected as follows:
(i)
The amount entered in the Offer may be considered acceptable without any of the
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
9
corrections and adjustments described in these sub-paragraphs. If there is any
discrepancy between amounts in figures and in words, the amount in words will take
precedence.
7.4
(ii)
If there is a discrepancy between the amount entered in the Offer and the equivalent
sum computed on the basis of the Appendix, the Buyer may make corrections and/or
adjustments, applying the principles described in these sub-paragraphs. The Tenderer
shall be notified accordingly, specifying each error, correction and adjustment. If the
Tenderer does not accept these notified corrections and adjustments, his Tender may
be rejected.
(iii)
If there is a substantial discrepancy between a stated amount and the correct amount
calculated by multiplying the stated unit rate by the quantity, and the rate seems to
have been stated in error (inconsistent with the Tenderer's likely intentions), the
stated unit rate shall be amended and the stated amount will be binding.
(iv)
If there is a discrepancy between a stated amount and the correct amount calculated
by multiplying the stated unit rate by the quantity, and either the discrepancy is not
substantial or it is reasonable to assume that the stated rate is consistent with the
Tenderer's intentions, the stated unit rate will be binding and the stated amount shall
be amended.
(v)
For lump sum items, the stated amounts will be binding ("unit" rates will be
disregarded).
(vi)
No discount will be considered unless the discount is carried to the Offer.
For the purpose of evaluating Tenders, the Buyer will determine for each Tender the
Evaluated Tender Amount, making
(i)
any correction for errors as described above, and
(ii)
appropriate adjustment for any acceptable variation, deviation, discount or other
alternative offer not reflected in the submitted amount or these corrections.
7.5
The evaluation of the Tenders shall be based upon the principles outlined in the Evaluation
Criteria annexed to these Instructions. Unless specifically stated, no criterion will take
precedence over any other criteria, and Tender evaluation shall be based on an overall
consideration.
7.6
To assist in the examination, evaluation and comparison of Tenders, the Buyer may ask any
Tenderer for clarification of his Tender, including breakdowns of unit rates and lump sum
prices. The request for clarification and the response shall be in writing. No change in the
price or substance of the Tender shall be sought, offered or permitted except as required to
confirm the correction of arithmetic errors discovered by the Buyer during the evaluation of
the Tenders.
8.
Award
8.1
The Buyer intends to award the assignment to the Tenderer whose compliant Tender has
been determined to be responsive to the Tender Dossier and has achieved the highest total
score in the evaluation (the most economically advantageous Tender), provided that the
Tenderer still has the capability and resources to carry out the Contract effectively. The
Buyer will award the contract based on the lots as defined in the contract notice.
The Buyer reserves the right to cancel the tender process or reject any or all Tenders at any
time prior to the award, without thereby incurring any liability to the affected Tenderer or
Tenderers or any obligation to inform the affected Tenderer or Tenderers of the grounds for
the Buyer's action.
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
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8.2
Having decided which Tender to accept, the Buyer will sign the original and a copy of the
Acceptance section of the Agreement, and will return a complete signed copy of the
Agreement to the successful Tenderer.
8.3
The Buyer may, prior to signing the Acceptance, request the preferred Tenderer to clarify
and supplement issues of the compliant Tender or the alternative Tender which the Tenderer
has submitted. Such requests and detailing given shall be in writing, or if given at joint
discussions, minutes shall be prepared by the Buyer.
Thereafter, the Buyer may seek the Tenderer's agreement to a Memorandum of
Understanding recording the outcome of the joint discussions of the Tender. This
Memorandum of Understanding (if any) will constitute the agreed basis upon which a
contract could be concluded and (i) shall be binding on the Tenderer as an acceptable
clarification and/or amendment of his Tender until its validity expires, (ii) shall be wholly
subject to a subsequent Contract Agreement, and (iii) shall not bind the Buyer nor commit
him to entering into any contract under any terms.
8.4
Subject to approval of the funding by the relevant appropriation authorities, the Buyer shall
not sign the Acceptance until the expiry of a stand-still period of 10 calendar-days following
the Buyer’s electronic notification of all Tenderers of the award of the contract, or 15
calendar days following the Buyer’s notification of the award by letter.
8.5
No offer, payment, consideration, or benefit of any kind, which constitutes illegal or corrupt
practices, shall be made, either directly or indirectly, as an inducement or reward in relation
to:
(i)
the tendering,
(ii)
the award of the contract, or
(iii)
the execution of the contract.
Any such practice will be grounds for the immediate cancellation of the Contract and for
such additional actions (civil and/or criminal) as may be appropriate. At the discretion of the
Danish Ministry of Foreign Affairs, a further consequence of any such practice can be the
definite exclusion from any tendering.
Instructions to Tenderers
DANIDA – Procurement of Motorcycles - Uganda
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ANNEX A: CRITERIA AND METHOD OF EVALUATION
Award will be made to the Tenderer with the economically most advantageous Tender.
(i)
The criteria and sub-criteria shall comprise
Criterion/sub-criterion
Weights
Weighting
Overall
Price part
Evaluated Tender Price
100%
Total technical and price part
100%
100%
Important notice II: The requirements of technical specifications for the motorcycles
are to be considered as minimum requirements. Tenders containing supplies that fail
to meet these minimum requirements will be rejected.
(ii)
N/A
(iii)
The total price is calculated by adding the Evaluated Tender Price and the capitalised costs
(if any) and the Tender with the lowest total price given a score of 100 points and other
Tenders' scores inversely proportional to their total price.
(iv)
N/A
The Tenderer obtaining the highest total score shall be invited to finalise a contract.
ItT, Appendix: Criteria and Method Evaluation
DANIDA – Procurement of Motorcycles - Uganda
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LETTER OF TENDER
(To be printed on the Tenderer’s official letter head, and addressed to the Contact Point
stated in the Contract Notice I.1))
Contract Notice: (insert Contract Notice number)
Subject: (insert title as stated in Contract Notice II.1.1))
We hereby submit our Tender with reference to for the above mentioned Contract Notice.
(if this Tender is being submitted by a group of entities, hereinafter called a Joint Venture, insert the following:
This Tender is being submitted by the following entities in Joint Venture:
 Lead member name and address

Name(s) and address(es) of other members of the Joint Venture
The members of the joint venture have authorised the Lead Member with authority to bind the joint venture,
and to act on its behalf in all matters in connection with or arising out of the Tender.
The composition or constitution of the Joint Venture shall not be altered without prior written consent by the
Buyer.
The members of the Joint Venture shall be jointly and severally bound by this Tender and (if accepted) the
Agreement.
A letter of intent to enter into a joint venture signed by all the members is attached to the Tender.)
With reference to the Contract Notice point:
III.1.4): We confirm that we embrace the principles of the United Nations Global Compact if
the Tenderer is a Joint Venture confirmation that each member embraces the principle.
III.2.1): We confirm that we are not in a conflict of interest which could exclude us from
participating in the Tender. We also confirm that the Tenderer and its members are
affected by no potential conflict of interest and has no particular link with other
parties involved in the particular project other than as informed to the Buyer in
writing.
III.2.1): We confirm that we are not in a situation which shall or may exclude us from
participating in a public contract according to Article 45.1 and 45.2. (a), (b), (c), (d)
and (g) of the Directive.
III.2.1): We attach documentation that we are not in a situation which shall or may exclude us
from participating in a public contract according to Article 45.2. (e) and (f) of the
Directive (Format of the Solemn Declaration enclosed. If the Tenderer is a Joint
Venture declarations must be attached for each member of the Joint Venture).
III.2.2): We confirm that we meet the minimum annual turnover as stated in the Contract
Notice and attach a list of our annual turnover over the last three years.
III.2.3): We confirm that we meet the minimum requirement of similar contracts provided as
stated in the Contract Notice and attach a list of the similar products provided in the
last three years.
Agreement
DANIDA – Procurement of Motorcycles - Uganda
13
III.2.3): We confirm that we have an ISO 9001 Certificate or similar, and attach
documentation to that effect or sufficient extracts thereof, cf. Article 48 of the
Directive.
We accept that our Tender may not be considered if we in the opinion of the Ministry of
Foreign Affairs fail to meet the minimum requirements as specified in part III.2) of the
Contract Notice for this contract.
We have examined the Instruction to tender, Annex A. Criteria and Measure of evaluation,
Agreement, Annex to agreement, Condition of Contract, and Technical specifications. We
accordingly offer to deliver the goods in conformity with all these documents and this Tender
for the Total Price as stated in the Agreement..
We agree to abide by this Tender for a period of 60 days from the Tender Submission Date, and
that it shall remain binding upon us and may be accepted at any time before that date.
We undertake, if our Tender is accepted, to commence and complete the deliveries within the
periods stated in the Conditions of the Agreement.
We accept that any significant change in the information submitted with this letter may
disqualify us from participation in the Tender and award of contract. We undertake to notify
the Buyer, as soon as practicable, of any change in this information.
We also accept that you have the right to cancel the tender process or reject any or all Tenders
at any time prior to the award, without thereby incurring any liability to the affected Tenderer
or Tenderers.
(Authorised signature of Tenderer and each member of a Joint Venture)
Attachments:
1. Joint Venture letter of intent, if applicable
2. Documentation(s) on our personal situation, cf. Article 45, 3. in the Directive
3. Solemn declaration
4. Annual reports or extracts thereof.
5. EN ISO 9001 certificate or similar.
6. Technical proposal in one original, one copy and on a CD ROM/USB stick as one pdf
file not exceeding 10 MB
7. Power of attorney
8. The Agreement including the Seller's Offer, the completed Appendix to the
Agreement.
9. Each addenda to the Tender Dossier (as described under Clause 3 of these
Instructions)
10. Conditions of Contract
11. Delivery Schedule
Agreement
DANIDA – Procurement of Motorcycles - Uganda
14
12. Specifications, photographs, etc., prepared by the Buyer.
13. Presentation of local representation in Uganda
14. Schedule of Prices
Agreement
DANIDA – Procurement of Motorcycles - Uganda
15
Format of the Solemn Declaration referred to in the Contract Notice and above
(If the Tenderer is a Consortium the declaration must be submitted by the Leader and each
Member of the Consortium)
SOLEMN DECLARATION
In accordance with Danish Law’s Act no. 336 of 13 May 1997 on limitation of debtors possibilities
to participate in public procurements and on change of certain other laws (Making effective the
collection of arrears to the authorities), the authorities shall on procurement of construction and
plant works as well as purchases of goods and services demand that any tenderer simultaneously
with submitting its tender make a solemn declaration on the extent of the tenderer’s unpaid, due
debts to the authorities in the form of taxes, duties and social security contributions in accordance
to Danish law or the law of the country of the tenderer’s establishment.
In accordance with the regulations of the abovementioned law the undersigned hereby solemnly
and under liability to punishment give the below mentioned declaration.
Company name, address, telephone number and registration number:
Information on debts to the authorities (make selection):
1
 The company has no unpaid, due debts to the authorities.
2

The company has unpaid, due debts to the authorities but these debts do not exceed DKK 100.000 (or
an equivalent amount in another currency).
3

The company has unpaid, due debts to the authorities and these debts exceed DKK 100.000 (or an
equivalent amount in another currency).
The following points 4 or 5 and 6 shall only be filled, if point 3 has been selected.
4
 Security has been provided to the collection authority for payment of the part of the debts that exceed

DKK 100.000 (or an equivalent amount in another currency).
Security will be provided to the collection authority for payment of the part of the debts that that
exceed DKK 100.000 (or an equivalent amount in another currency).
5

6
An arrangement for payments concerning unpaid, due debts has been made with the collection
authority, and this arrangement has been kept.
Date of establishment of security/arrangement:
Collection authority: NA
Year:
Month:
Day:
Name
Address:
Postal code:
Signature:
Date:
City:
Company management signature and company stamp:
Agreement
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Financial and Technical Capacity of Tenderer
CONDITIONS FOR PARTICIPATION
If the Tenderer is a consortium, the consortium as a whole should meet the required
minimum capacities (add rows as required).
Economic and financial ability (Contract Notice III.2.2)
Requirements and possible minimum levels to the economic and financial standing of
the Tenderer are specified in the Contract Notice, and are requested in accordance with
Article 47 of the Directive.
a)
Annual turnover of the Tenderer (add rows as required)
DKK mill.
Most recent year
Most recent year -1
Annual Turnover
Most recent year -2
Technical and/or professional ability (Contract Notice III.2.3)
Requirements to the technical and/or professional ability of the Tenderer are specified
in the Contract Notice in accordance with Article 48 of the Directive. If the applicant is
a consortium only a maximum of the 10 most relevant project references of the
consortium members are to be listed.
a)
List of the similar supplies provided in the last three years. - Maximum of 10
project references (add forms as required)
Ref. No. 1
Legal entity
Project title
Country
Name of Buyer
Dates (mm/yy –
mm/yy
Project value Mill.
Shared carried out by legal entity
DKK
%
Consortium members
Description of Project
Type of products
provided by legal entity
b) Technicians or technical bodies
c) Measures used for ensuring quality
d) Capacities for production, studies, and/or research
Not applicable
e) Educational and professional qualifications
If required in the Contract Notice, please list the managerial staff of the legal entity and, in
particular those responsible for providing the services. No CV’s are required. (Add rows as
required):
Legal entity
Name and title
Education
Professional qualifications
Agreement
DANIDA – Procurement of Motorcycles - Uganda
17
f) Environmental Management measures
Not applicable
g) Average annual manpower
Not applicable
h) Tools/plants etc.
i) Sub-contracting
Subcontracting is allowed.
Please indicate the proportion of the contract intended subcontracted:
j) Products supplied
Not applicable
Signed on behalf of the Tenderer
Date:
Name:
Signature:
Agreement
DANIDA – Procurement of Motorcycles - Uganda
18
AGREEMENT
The Buyer is: The Ministry of Foreign Affairs of Denmark, Asiatisk Plads 2, Copenhagen, Denmark
The Seller is: (name & address) _________________________________________________________
The Buyer desires Goods to be supplied in conformity with the tender documents.
The Seller has examined the Tender Documents and presented its offer dated ………2015, which
forms part of this Agreement and offers to supply and deliver the Goods in conformity with the
Contract for the sum (in words & figures) of
___________________________________________________________________________________
______________________________ DANISH KRONER (DKK) ( _____________________________ )
This offer, of which the Seller has submitted an original plus one signed copy, may be accepted by
the Buyer by signing and returning a signed copy of this document to the Seller by ___________(date)
The Seller undertakes promptly to acknowledge receipt of such copy signed by the Buyer.
The Seller understands that the Buyer is not bound to accept the lowest or any other offer.
Date
Authorised signature(s) of Seller
(if a joint venture, authorised signatures of all members):
Signature
Name
in the capacity of
Signature
Name
in the capacity of
Signature
Name
in the capacity of
Agreement
DANIDA – Procurement of Motorcycles - Uganda
19
BUYER’S ACCEPTANCE
The Buyer has, by signing below, accepted the Seller’s offer and agrees that in consideration for the
supply and delivery of the Goods and the Services by the Seller, the Buyer shall pay the Seller in
accordance with the Contract. This Agreement comes into effect on the date when the Seller receives
this document signed by the Buyer.
Date
Authorised signature of Buyer
Signature
Name
in the capacity of
Unless established otherwise, the Seller shall be deemed to have received this signed Agreement five
days after the above date of signature of the Buyer’s Acceptance.
Agreement
DANIDA – Procurement of Motorcycles - Uganda
20
APPENDIX TO THE AGREEMENT
This Appendix forms part of the Agreement
(Note: with the exception of the items for which the Buyer’s requirements have been inserted, the
Seller shall complete the following information before submitting his offer)
Subject
Sub-Clause Data
of the
Conditions
of Contract
Documents forming the
Contract listed in the order of
priority
1.1(a) and
1.2
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(j)
Buyer and buyer’s
Representative
1.1(c)
Agreement
Appendix
Amendments to the Contract Documents
issued as addenda
Conditions of Contract
Delivery Schedule
Specifications, drawings and schedules
prepared by the Buyer
Seller's comments and detailing of the
specifications, drawings, and schedules
Seller's brochures and/other details of the
main items including spare parts
Priced list of the Goods
The Buyer is:
The Ministry of Foreign Affairs of Denmark.
Contact:
HCP, Danida Business Contracts,
Asiatisk Plads 2, DK-1448 Copenhagen K,
Denmark.
Email: danidacontracts@um.dk
Tel: +45 33920000
HCP, Danida Business Contracts will act in matters
pertaining to the administration of the Agreement,
and has delegated the authority to act as Buyer’s
Representative for matters pertaining to the delivery
of the goods in the Recipient Country to:
Embassy of Denmark, Uganda
Plot 3, Lumumba Avenue,
P.O. Box 11243, Kampala,
Uganda
Tel +256 (0) 312 263 211,
Fax +256 (0) 312 264 624
Email: kmtamb@um.dk
Appendix
DANIDA – Procurement of Motorcycles - Uganda
Subject
Sub-Clause Data
of the
Conditions
of Contract
Recipient and Recipient’s
Country
1.1(d)
21
The Recipients are District Farmers Associations
and other NGOs in rural districts of Uganda. The
Buyer’s Representative undertakes all tasks
assigned in the Contract to the Recipient.
The Recipient Country is Uganda.
Goods
1.1(h)
See the technical specifications for the Goods.
Site for deliveries
1.1(j)
See the Schedule of prices including delivery
details.
Time for Delivery
1.1(l)
The latest time for delivery is:
15th January 2016
Contract Price
1.1(m)
The Contract Price includes all pre- and postshipment inspections and tests as well as all other
costs related to supply under ICC (International
Chamber of Commerce) Incoterms trade term DAP
(Delivered at Place).
Interpretation of trade terms
1.2(c)
ICC Incoterms 2010
Law of the Contract
1.4
Law of the Buyer’s Country
Language for communications
1.5
English
Provision of Goods
2.1
The Seller shall supply and deliver to the sites
specified in the schedule of prices.
Tests and Inspections
2.3(a)
The Buyer’s Representative shall inspect and test
the supplies at the time of delivery.
ICC Incoterms Trade Term
2.4
The Seller shall supply and deliver the goods DAP
(Delivery at Place) according to Incoterms 2010.
Warranty Period
2.7(b)
The maximum warranty period is 365 days from
delivery and taking-over.
Performance security
2.10
N/A
Appendix
DANIDA – Procurement of Motorcycles - Uganda
22
Subject
Sub-Clause Data
of the
Conditions
of Contract
Time for Delivery and
Performance
5.1
The Seller shall observe the time for delivery at the
sites indicated in the Schedule of price and as per
above clause 1.1(l). The Seller shall include
reasonable time for the Buyer to carry out the
obligations stated in B2 of Incoterms for DAP and
related to the exemption for taxes and duties before
delivery at the final destinations.
Amount payable due to late
delivery or performance
5.2
0.5% per day of the Contract Price for such Goods,
and for Services associated with such Goods, as
cannot be used for their intended purposes as a
result of the delay.
The maximum amount payable shall be 10 % of the
Contract Price.
When the number of days that the Seller failed to
deliver surpasses the number of days corresponding
to the maximum payable amount the Buyer shall be
entitled to terminate the Contract without further
notice.
Payment for Goods
6.2
Payment for the Goods shall be made as follows:

40% of the contract value against bank guaranty
of the same amount*) of the same amount.

60% upon completion of delivery.
*) the attached Form of Advance Payment Security
must be used.
Payment for Goods
6.2
The Seller is only entitled to payment upon delivery
of the Goods for a complete delivery and not upon
delivery of lesser quantities.
Rate of interest
6.7
2 per cent points above the discount rate of the
central bank in the country of the currency of
payment.
Appendix
DANIDA – Procurement of Motorcycles - Uganda
Subject
Sub-Clause Data
of the
Conditions
of Contract
Arbitration, rules
8.1
23
Unless settled amicably, the dispute shall be settled
finally and bindingly by "The Danish Institute of
Arbitration" in Copenhagen.
The law governing the arbitral proceedings shall be
Danish, while the language shall be English or as
otherwise agreed between the parties to the
Agreement.
The arbitration panel shall decide the sharing of the
costs of the panel between the parties to the
Agreement.
Contract Price
6.1, 6.2, 6.3 See the Schedule of Prices.
Appendix
DANIDA – Procurement of Motorcycles - Uganda
24
SCHEDULE OF PRICES INCLUDING DELIVERY DETAILS
Prices in DKK
Destinations
Place of delivery in Uganda
No of motorcycles
Arua Town, Arua District, West-Nile *)
Nebbi Town, Nebbi District, West-Nile *)
Zombo Town, Zombo District, West-Nile *)
Kitgum Town, Kitgum District, Acholi *)
Kalongo Town, Agago District, Acholi *)
Total delivery:
Total Contract Price
24
14
10
25
14
87
Arua
Nebbi
Zombo
Kitgum
Kalongo
EXW DAP Unit
Unit Price Price
Total
price
DAP
Contract
Price
*) The precise place of delivery in each of the towns will be communicated later to the successful
Tenderer.
Appendix
DANIDA – Procurement of Motorcycles - Uganda
25
CONDITIONS OF CONTRACT
Subject
Definitions
Clause
1
GENERAL PROVISIONS
1.1
In the Contract, as defined below, the words and expressions defined
shall have the following meanings assigned to them, except where the
context requires otherwise:
(a)
"Contract" means the Agreement and the other documents
listed in the Appendix thereto.
(b)
"Specification" means the document as listed in the Appendix,
and any variations to the specification which are agreed
between the Buyer and the Seller.
(c)
"Buyer" means the person named as buyer in the Agreement
and the legal successors in title to this person, but not (except
with the consent of the Seller) any assignee. "Buyer’s
Country" means the country of the Buyer’s address stated in
the Agreement.
(d)
"Recipient" means the person named as recipient in the
Appendix and the legal successors in title to this person.
"Recipient Country" means the country of the Recipient’s
address stated in the Appendix.
(e)
"Local Partner taking delivery" means the local partner taking
delivery of the Goods and Services.
(f)
"Seller" means the person named as seller in the Agreement
and the legal successors in title to this person, but not (except
with the consent of the Buyer) any assignee. "Seller’s
Country" means the country of the Seller’s address stated in
the Agreement.
(g)
"Party" means either the Buyer or the Seller.
(h)
"Goods" means the materials, plant, and equipment and other
things, as specified in the Contract, which are to be supplied
and delivered by the Seller.
(i)
"Services" means the services (if any), associated with the
supply as specified in the Contract, which are to be performed
by the Seller. Unless expressly stated otherwise, the meaning
of "Services" does not include his obligations of carriage and
insurance.
(j)
"Site" means the place at which the Goods and Services are to
be delivered, in the Recipient’s Country, as stated in the
Appendix.
(k)
"Day" means a calendar day.
(l)
"Time for Delivery" means the date by or on which, or period
within which, the Goods are to be delivered as stated in the
Appendix, as extended under Sub-Clause 1.6 or as agreed. If a
period is so stated, it shall (unless otherwise specified) be
calculated from the date on which the Seller receives the
Agreement signed by the Buyer, accepting the Seller’s offer.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
(m)
(n)
Interpretation
26
1.2
"Contract Price" means the price stated in the Agreement for
the Goods and Services, and includes adjustments (if any) in
accordance with the Contract. Unless expressly stated
otherwise, the Contract Prices for Goods stated in the
Appendix include all pre-shipment inspections, carriage and
insurance.
"Force Majeure" means an exceptional event or circumstance:
which is beyond a Party’s control, which such Party could not
reasonably have provided against before entering into the
Contract, which, having arisen thereafter, such Party could not
reasonably have avoided or overcome, and which is not
substantially attributable to the other Party.
In the Contract, except where the context requires otherwise:
(a)
words indicating persons or parties include corporations and
other legal entities,
(b)
words indicating one gender include all genders, words
indicating the singular also include the plural, and words
indicating the plural also include the singular, and
(c)
"EXW", "DDP", and other similar international trade terms
shall be interpreted in accordance with the Incoterms as
published by the International Chamber of Commerce ("ICC")
and as stated in the Appendix, or (if not so stated) with ICC’s
Incoterms 2010.
The documents forming the Contract are to be taken as mutually
explanatory of one another. For the purposes of interpretation, the
priority of the documents shall be in accordance with the order as listed
in the Appendix.
The Contract
1.3
The Contract constitutes the entire agreement between the Buyer and
the Seller, and supersedes any previous communications (written and
oral) which are not mentioned in the Appendix. No amendment of the
Contract, including (without limitation) waiver of a Party’s rights or
remedies, shall be valid unless it is in writing and signed by authorised
representatives of both Parties. No forbearance, indulgence or other
action or inaction of a Party shall be construed as any such waiver.
Law
1.4
The Contract shall be governed by the law stated in the Appendix.
Communications
1.5
Wherever provision is made for the giving or issue of any notice,
instruction or other communication by any person, unless otherwise
specified such communication shall be written in the language stated in
the Appendix and shall not be unreasonably withheld or delayed. The
Buyer, Seller or Recipient may amend his address for communications
by notice to the other two, but shall not amend his Country.
DANIDA – Procurement of Motorcycles - Uganda
27
Subject
Clause
Statutory
Obligations
1.6
The Parties shall comply with the laws of the countries where activities
are performed.
If the laws of the Recipient’s Country are changed (including repeal or
modification of existing law or introduction of new law) after the date
of the Seller’s Offer and the change affects the Seller’s performance of
his obligations under the Contract, the Time for Delivery and/or the
Contract Price shall be increased to take reasonable account of any
delay and/or of any increase in the Seller’s costs resulting from such
change.
2
THE SELLER
Provision of
Goods
2.1
The Seller shall supply and deliver to the Site each item of the Goods
and its commercial invoice and related documents on or by its Time for
Delivery and in accordance with the Contract.
Provision of
Services
2.2
The Seller shall perform the Services (if any) in accordance with the
Contract and exercising reasonable skill, care and diligence.
The Seller may import any personnel into the Recipient’s Country who
are necessary for performing the Services, and shall arrange for this
personnel to be provided with visas and work permits. The Seller and
his personnel shall respect the Country’s recognised festivals, days of
rest and religious or other customs.
Tests and
Inspections
2.3
Prior to delivery, the Seller shall (notwithstanding ICC’s Incoterms):
(a)
carry out all such tests, and facilitate all such Buyer’s
inspections, as are specified in the Contract, and
(b)
arrange for the carrying out of all such pre-shipment
inspections as are mandated in the Seller’s Country, in a
transit country, or in the Recipient Country, all at the Seller’s
cost.
All these specified tests, specified inspections and mandated
inspections shall be carried out on the premises of the Seller, or on the
premises of a subcontractor named in the Contract, or at another
suitable location in the Buyer’s or Recipient Country. Unless otherwise
stated in the Contract, the suitable location for each such test or
inspection shall be the responsibility of, and at the option of, the Seller.
The Seller shall give the Buyer (or a notified representative) not less
than sixty hours’ notice of the location, timing and other arrangements
for each of these tests and inspections. The Seller shall also give the
Buyer not less than ten days’ notice in respect of any such location as
was at the option of the Seller. Unless the location is in the Buyer’s or
Recipient Country, the Seller shall assist the Buyer in obtaining any
visas which are required in order to attend the tests or inspections.
The Buyer or his designated representative shall be entitled to attend
and witness the specified tests and carry out the specified inspections,
and the Seller shall obtain any subcontractor’s permission which may
be necessary for such attendance. The Seller shall (at his cost) provide
all reasonable facilities and assistance, including access to drawings
DANIDA – Procurement of Motorcycles - Uganda
Subject
28
Clause
and production data on the premises of the Seller or his subcontractor.
Unless otherwise stated in the Contract, neither Party shall be required
(notwithstanding ICC’s Incoterms) to reimburse the other Party for the
costs incurred in connection with the specified tests and the
inspections, including travel and accommodation expenses attributable
to such attendance.
The Buyer or his designated representative shall be entitled to require
the Seller to carry out any additional test that he considers necessary to
verify that the characteristics and performance of Goods comply with
the Contract. Unless any such additional test indicates that Goods do
not comply with the Contract, the cost of the additional test shall be
borne by the Buyer.
The Seller shall supply three copies of a report of the results of each
specified test and (if so instructed) of each additional test. If any test or
inspection indicates that any Goods do not comply with the Contract,
the Seller shall rectify or replace the non-compliant Goods, and shall
then repeat the specified tests and inspections, at the Seller’s cost.
No test, inspection or report shall release the Seller from any warranty
or other obligations, under the Contract or otherwise.
Incoterms Trade
Terms
2.4
The Seller shall supply and deliver the Goods according to the ICC
Incoterms trade terms informed in the Appendix.
Insurance of
Goods
2.5
In addition to the above requirements and those described more fully in
ICC’s Incoterms and the Specification, the Seller shall obtain (at his
cost) cargo insurance covering the Goods throughout their transport to
and within the Recipient Country, until delivery at the Site. The
insurance shall be obtained from underwriters or insurers of good
repute, and shall entitle the Buyer to claim directly from the insurers.
Warranty
2.6
The Seller warrants that, unless otherwise stated in the Contract, all the
Goods are:
(a)
new, unused, and without any defects, damage or
deterioration,
(b)
fit for the purposes for which Goods of the same description
would ordinarily be used, and
(c)
fit for the particular purposes known to the Seller (if any), and
possess the qualities of Goods that the Seller held out to the
Buyer as a sample or model (if any), when the Contract was
made.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
Validity of Each
Warranty
2.7
29
For each item of the Goods, the warranty under Sub-Clause 2.6 shall
remain valid until the expiry of:
(a)
the Maximum Warranty Period stated in the Appendix (if
any),
(b)
the period of 365 days from delivery and taking-over, or
(c)
for Goods imported into the Recipient Country for the
Contract, the period of 546 days from arrival in the Recipient
Country,
whichever period expires first for such item.
This warranty shall not cover damage which is attributable to an act or
omission by the Buyer or the Recipient, and shall not cover damage
which occurs in the Recipient Country and is beyond the control of the
Seller.
Non-compliance
2.8
Upon receiving a claim under the warranty from the Buyer or the
Recipient, or otherwise becoming aware that an item of Goods or
Services does not comply with the Contract, the Seller shall promptly
rectify or replace the damaged or defective item at his cost, and shall
not be entitled to payment for it until so rectified or replaced.
If the Seller fails to rectify or replace a damaged or defective item
within a reasonable period of being so notified by (or on behalf of) the
Buyer, the Buyer may (at his option) rectify or replace the noncompliant item at the Seller’s risk and cost, and without prejudice to
any other rights he may have under the Contract or otherwise.
Local Supply
2.9
In respect of any item of Goods which is supplied from within the
Recipient Country or was not imported for the purposes of the Contract
(or both), the Seller shall not be reimbursed for any element of duties,
taxes and other charges which may have been paid, whether in respect
of materials imported into the Recipient Country or otherwise.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
Performance
Security
2.10
30
If stated in the Appendix, the Seller shall deliver to the Buyer a
performance security in a form and from a third party approved by the
Buyer. The performance security shall be in the amount and currency
stated in the Appendix, and shall be delivered to the Buyer within
twenty days of the date on which the Seller received the Agreement
signed by the Buyer, accepting the Seller’s offer.
The Seller shall not be entitled to receive any payments under the
Contract until the Buyer has received the performance security.
The Buyer shall not make a claim under the performance security,
except for amounts to which the Buyer is entitled in the event of failure
by the Seller to comply with the Contract.
The Buyer shall return the performance security to the Seller by the
earlier of the following dates:
(a)
fifty two weeks after the Seller becomes entitled to receive the
taking-over notice described in Sub-Clause 5.4, or
(b)
when the validity of the warranties, for all Goods other than
spare parts, expires in accordance with Sub-Clause 2.7, and
the Seller has completed performance of his obligations under
Sub-Clause 2.8.
Labour
2.11
The Seller shall ensure that no one under 14 years of age or the age of
the end of compulsory schooling in that area, whichever is higher, is
engaged for the Contract. The Seller shall respect the rights of freedom
of association, right to freedom from forced labour, right to freedom
from discrimination on the basis of race, colour, sex, religion, political
opinion and the social origin as these principles are defined in the
relevant Conventions of the International Labour Organisation.
Joint and Several
Liability
2.12
If the Seller is a joint venture, consortium or other unincorporated
grouping of two or more persons, they shall be deemed to be jointly
and severally liable to the Buyer for the performance of the Contract,
and shall give notice to the Buyer of the person who has authority to
bind the Seller and each of these persons. The Seller’s composition or
legal status shall not be altered without the prior consent of the Buyer.
3
THE BUYER AND THE RECIPIENT
Payment
3.1
In consideration of the supply and delivery of the Goods and the
performance of the Services, in accordance with the Contract, the
Buyer shall pay the Contract Price to the Seller in accordance
therewith.
Inspections
3.2
The Buyer shall, upon receiving reasonable notice from the Seller,
carry out all such Buyer’s inspections as are specified in the Contract,
or notify the Seller that the Buyer does not wish to do so.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
The Recipient
3.3
31
The Buyer shall require the Recipient to carry out the duties assigned
to him in the Contract. Unless the Recipient is the Buyer, the Recipient
shall have no authority to amend the Contract or to assign any part of
the Contract or any benefit or interest in or under the Contract.
The Parties acknowledge that, for the purposes of considering any
rights or obligations arising from the Contract, the Buyer and the
Recipient are deemed to be the joint beneficiaries of the Goods and
Services.
Recipient’s
General
Obligations
3.4
The Recipient shall (at his own cost, notwithstanding ICC’s
Incoterms):
(a)
take delivery when the Seller hands over the Goods, and
(b)
bear all risks of loss or damage to the Goods from the time
when the Recipient is required to take delivery of them, except
in respect of loss or damage which is directly attributable to a
default by (or on behalf of) the Seller.
Recipient’s
General
Obligations for
Services
3.5
The Recipient shall (where he is in a position to do so) provide such
reasonable assistance as the Seller may reasonably request for the
performance of the Services. The cost of such assistance shall be borne
by the Seller, except in respect of the Recipient’s obligations listed in
Sub-Clause 3.4 and those specified elsewhere in the Contract.
4
INTELLECTUAL PROPERTY RIGHTS
Copyright
4.1
As between the Parties and unless otherwise stated in the Contract,
each Party shall retain the copyright and other intellectual and
industrial property rights in its design and other documents.
Disclosure of
Information
4.2
The Seller shall not be required to disclose, to the Buyer or the
Recipient, any information which is described in the Contract as being
confidential. The Seller shall disclose any other information which
may reasonably be necessary for the Buyer to verify that the Goods
comply with the Contract, or will so comply.
Use of Documents 4.3
Supplied by the
Seller
The Seller shall be deemed (by signing the Agreement) to give to the
Recipient a non-terminable transferable non-exclusive royalty-free
licence to copy, use and communicate the documents which the
Specification requires the Seller to supply, if any.
Such documents shall not, without the Seller’s consent, be used, copied
or communicated to a third party by (or on behalf of) the Buyer or
Recipient, other than for the purposes of commissioning, operating,
maintaining, altering, adjusting, repairing and dismantling the Goods.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
Indemnities
4.4
32
The Buyer shall indemnify and hold the Seller harmless against and
from any claim alleging an infringement of any intellectual or
industrial property right, where such alleged infringement is or was:
(a)
an unavoidable result of compliance with the Specification, or
(b)
a result of any Goods being used for a purpose other than that
indicated by (or reasonably to be inferred from) the Contract.
The Seller shall indemnify and hold the Buyer and Recipient harmless
against and from any other such claim, where such alleged
infringement is or was a result of the proper use of the Goods and not
as in (a) or (b).
An indemnifying Party may conduct negotiations and legal
proceedings in respect of a claim, and may require the other Party to
assist in contesting the claim, all at the risk and cost of the
indemnifying Party.
5
DELIVERY AND TAKING OVER
Time for Delivery 5.1
and Performance
Each item of the Goods shall be delivered on or by its Time for
Delivery in accordance with Sub-Clause 2.1. Each item of the Services
shall be performed in accordance with the timing specified in the
Contract.
Late Delivery
If the Seller fails to comply with Sub-Clause 5.1, the Seller’s only
liability to the Buyer for such failure shall be to pay the amount stated
in the Appendix for each day by which he fails to deliver or perform.
5.2
When determining such liability, the number of days by which the
Seller failed to deliver or perform shall be reduced by the days (if any)
of delay attributable to the Buyer, to the Recipient, or to any Force
Majeure of which notice was given in accordance with Sub-Clause 7.1.
Completion of
Delivery
5.3
The Seller may notify the Buyer when he considers that all Goods
(other than spare parts) have been delivered to the Site and all precommissioning Services have been performed.
Taking-Over
Notice
5.4
The Buyer shall notify the Seller and the Recipient when he considers
that
(a)
all Goods have been delivered to the Site and all Services have
been performed, or items thereof as specified in the Appendix,
stating the date accordingly, or
(b)
although all spare parts have not yet been delivered and all
Services have not yet been performed, all other Goods have
been delivered to the Site ready for taking over by the
Recipient and all pre-commissioning Services have been
performed.
Upon the issue of this notice, the Recipient shall take over all delivered
Goods which have not been taken over previously.
DANIDA – Procurement of Motorcycles - Uganda
Subject
33
Clause
6
CONTRACT PRICE AND PAYMENT
The Contract
Price
6.1
The Contract Price of each item of Goods and Services shall be the
price stated in the Appendix for such item, subject to adjustments (if
any) in accordance with the Contract and to adjustments for variations
(if any) agreed between the Parties. Prices charged by the Seller for the
Goods and Services shall not otherwise vary from the prices in the
Appendix.
Payment for
Goods
6.2
The Seller shall be entitled to separate payment in respect of each item
of Goods which complies with the Contract and for which a separate
price is stated in the Appendix. Interim part payment shall not be due
in respect of any part of any such item, until all of such parts of an item
have been delivered.
Payment for each item shall be made in instalments as stated in the
Appendix.
Payment for
Services
6.3
The Seller shall be entitled to separate payment in respect of each item
of Services which complies with the Contract, which has been
completed, and for which a separate price is stated in the Appendix.
Interim part payment shall not be due in respect of any part of any such
item, until all of such parts of an item have been so completed.
Payment for each item shall be made in instalments as stated in the
Appendix.
Advance Payment 6.4
If stated in the Appendix Sub-clause 6.2 or 6.3, the Buyer shall make
an advance payment when the Seller delivers to the Buyer a guarantee
in a form and from a third party approved by the Buyer..
The Seller undertakes to repay to the Buyer any amounts paid in excess
of the final amount due within 30 days of receiving a request to do so.
The Buyer shall be entitled interest at the rate stated in the Appendix
Sub-clause 6.7 from this date and until the amount is paid.
Terms of Payment 6.5
The Seller’s request for payment shall be made to the Buyer in writing,
accompanied by:
(a)
invoices describing (as appropriate) the Goods delivered and
Services performed,
(b)
a list of previous invoices, including reference numbers, dates,
and amounts invoiced, and
(c)
such other documents as the Buyer may reasonably require.
DANIDA – Procurement of Motorcycles - Uganda
Subject
Clause
Payment
6.6
34
Within sixty days of receiving a valid invoice and request for payment,
the Buyer shall (except as stated in Sub-Clause 2.10, if applicable) pay
the Seller in the currency stated in the Agreement, subject to any
deduction to which the Buyer is entitled under the Contract. Payment
shall not be deemed to indicate the Seller’s compliance with the
Contract or any waiver by the Buyer of any non-compliance.
If the Buyer disagrees with any portion of an invoice, he shall promptly
give notice to the Seller of his reasons for disagreement and make
payment for the agreed portions.
Delayed Payment 6.7
Force Majeure
The Seller shall be entitled to interest at the rate stated in the Appendix
Sub-clause 6.7 from the date payment is due according to Sub-clause
6.6 and until the amount due is paid.
7
FORCE MAJEURE, DEFAULT AND TERMINATION
7.1
If a Party is or will be prevented from performing any of its obligations
by Force Majeure, it shall notify the other Party immediately.
Having given notice, the Party shall be excused performance of the
obligations for so long as the Force Majeure prevents it from
performing them, except that Force Majeure shall not apply to payment
obligations.
Termination after 7.2
Force Majeure
If such notified Force Majeure prevents performance of substantially
all of the Seller’s or Recipient’s obligations for a continuous period of
84 days, or for multiple periods which total 140 days, either Party may
give notice of termination, which shall take effect 14 days after the
giving of the notice.
After such termination, the Buyer may purchase (upon such reasonable
terms as he considers appropriate) Goods and Services which are
similar to the Goods and Services undelivered or not performed.
Termination by
the Buyer
7.3
If the Seller fails to proceed expeditiously and without delay or is,
despite a written complaint, in breach of the Contract, the Buyer may
give notice referring to this Clause and stating the default. Unless the
Seller takes all practicable steps to remedy the default within 14 days
after receiving the Buyer’s notice, the Buyer may by a second notice
given within a further 21 days terminate the Contract.
If the Seller is declared insolvent under any applicable law, the Buyer
may by notice terminate the Contract immediately.
After any such termination, the Buyer may purchase (upon such
reasonable terms as he considers appropriate) Goods and Services
which are similar to the Goods and Services undelivered or not
performed. The Seller shall be liable to the Buyer for any additional
costs for such similar Goods and Services.
Termination by
the Seller
7.4
If the Buyer fails to pay in accordance with the Contract or is, despite a
written complaint, in breach of the Contract, the Seller may give notice
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Subject
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Clause
referring to this Clause and stating the default. Unless the Buyer takes
all practicable steps to remedy the default within 21 days after
receiving the Seller’s notice, the Seller may by a second notice given
within a further 14 days terminate the Contract.
After such termination, the Buyer shall be liable to the Seller for any
cost or liability which in the circumstances was reasonably incurred by
the Seller in the expectation of supplying the balance of the Goods. If
any such cost is that of any materials that were intended to form part of
the Goods, the Seller shall permit the Buyer to collect such materials
during a reasonable period after making payment.
Anti-Corruption
7.5
No offer, payment, consideration, or benefit of any kind, which
constitutes illegal or corrupt practices, shall be made, either directly or
indirectly by the Seller, as an inducement or reward in relation to the
tendering, award or execution of the Contract. Any such practice will
be grounds for the immediate termination of the Contract and for such
additional actions (civil and/or criminal) as may be appropriate. At the
discretion of the Buyer, a further consequence of any such practice can
be the definite exclusion from the Buyer’s projects.
Other Remedies
7.6
No such termination or other action under Clause 7 shall prejudice any
other rights of either Party, under the Contract or otherwise.
Limitation of
Liability
7.7
Neither Party shall be liable to the other Party for loss of use, loss of
production, loss of profit, loss of any contract or for any indirect or
consequential loss or damage which may be suffered by the other
Party.
The total liability of the Seller to the Buyer shall not exceed the
Contract Price stated in the Agreement.
This Clause shall not limit liability in any case of fraud, deliberate
default or reckless misconduct by the defaulting Party.
8
RESOLUTION OF DISPUTES
Arbitration
8.1
Unless settled amicably, any dispute or difference which arises
between the Seller and the Buyer out of or in connection with the
Contract shall be finally settled by a single arbitrator under the rules of
arbitration specified in the Appendix. In the absence of agreement, the
arbitrator shall be designated by the appointing authority specified in
the Appendix. Any hearing shall be held at the place specified in the
Appendix and in the English language, unless the Parties agree
otherwise.
Litigation
8.2
If no arbitration rules are specified in the Appendix, Sub-Clause 8.1
shall not apply, and the Courts of the law stated in Sub-Clause 1.4 shall
have full jurisdiction to resolve any dispute or difference between the
Parties.
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TECHNICAL SPECIFICATIONS
Background
The Recovery and Development of Northern Uganda Component of the U-Growth II Programme
provides agricultural extension services to 2,400 farmer groups in West-Nile and Acholi Subregions. The agricultural extension officers and their supervisors will be provided with motorcycles
so that they can visit the farmer groups on a regular basis. In January 2016 eighty (80) agricultural
extension officers and 7 agricultural extension supervisors will be recruited and a total of 87
motorcycles are therefore needed. The motorcycles will be used for three years.
The requirements to the procurement of motorcycles can be summarised as follows:
Quantity
87 of new, unused, identical motorcycles in flawless condition.
Technical specifications:
The motorcycles shall be suitable for on-road and off-road use such as for dirt roads in the rural
areas in Northern Uganda. They must fulfil the following minimum specifications:




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
Single cylinder engine, 120cc
4 stroke OHC
Engine power 7.36 kW
Fuel tank 12 litre
Average fuel consumption of 30 km/litre
Tyres for off-road driving with dirt and mud grip
Quality:
The manufacturer of the motorcycles shall have ISO 9001 or equivalent certification.
Warranty:
The Seller shall guarantee the motorcycles against all failures and defects for one (01) year.
However, the warranty elapses if the motorcycle passes 10.000 km of use before passing one (01)
year of use.
Taxation, registration and insurance
The contract price shall include registration of the motorcycles in Uganda with the Royal Danish
Embassy as owner as well number plates and a third party insurance for the motorcycles at the time
of delivery, valid for one (01) year, such that the motorcycles are ready for use upon delivery.
Given that the Royal Danish Embassy will be the owner of the motorcycles they will be exempted
for all taxes e.g. VAT and import duty. The Embassy will ensure that the formalities regarding the
exemption are carried out.
Delivery
The Seller shall deliver the motorcycles to the destinations indicated in the price schedule not later
than 15/1/2016.
Presence in Uganda, spare parts and service
The Seller shall have a presence in Uganda either directly or through an authorised dealer.
The Seller or his authorised dealer shall have the necessary workshop facilities and shall stock all
necessary spare parts and tool kits in Uganda so that they easily can be procured when needed.
DANIDA – Procurement of Motorcycles - Uganda
The Seller or his authorised dealer shall if necessary be able to service the motorcycles and train
the extension staff in operation and basic maintenance.
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38
FORM OF ADVANCE PAYMENT SECURITY
(Bank or Insurance Company Guarantee)
To:
Ministry of Foreign Affairs
Danida Business Contracts
Asiatisk Plads 2
DK-1448 Copenhagen K
Denmark
Subject:
Contract Agreement:
(Name of assignment, name of Program/Component/Project)
(Agreement number and reference number)
We, (name of Guarantor) whose registered office is at (address of Guarantor) have been informed
that:
1.
(Name and address of the Seller) (hereinafter called the "Seller") has entered into an
Agreement dated (Date) with the (name of Buyer) (hereinafter called the "Buyer") for the
supply of certain Goods, namely (Brief description of goods) (hereinafter called the
"Goods").
2.
It has been stipulated in the Agreement that the Seller shall be paid by the Buyer
advance payments for the supply of Goods for the amounts stated in the Agreement
(hereinafter called the "Advance Payments"), subject to the provision by the Seller of an
Advance Payments Security in the form of a Guarantee by a recognised bank or
insurance company.
At the request of the Selelr, we hereby issue our unconditional and irrevocable Guarantee in
favour of the Buyer, for an amount of (Amount in words and figures) Danish Kroner, as security
for the obligation of the Seller to refund Advance Payments to the Buyer, and we hereby
undertake to pay the Buyer, upon receipt of its first written demand, without the Buyer having
to substantiate its demand or to prove or to show grounds or reasons therefore, provided that
this demand shall be supported by a written statement indicating (i) that the balance
outstanding of the Advance Payments has become due and payable by the Seller to the Buyer
and (ii) the reason for the said balance becoming due by anticipation.
We hereby waive the necessity of the Buyer demanding the said amount from the Seller before
presenting us with the demand.
We further agree that no extension of time limits or other modification of the terms of the
Agreement or of the supply of Goods to be performed thereunder, which may be agreed upon
between the Buyer and the Seller, shall in any way release us from any liability under this
Guarantee.
This Guarantee shall be reduced in connection with the invoicing for supply of Goods by the
total of the amounts of the Advance Payments repaid by the Seller in accordance with the
Agreement, provided that such reduction shall take place upon written request of the Seller to
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the Buyer, and subsequent confirmation to us of the amount of the reduction by the Buyer.
This Guarantee shall remain valid and in full force and effect from the date of receipt of the
Seller of the Advance Payments until the Buyer receives full repayment thereof from the
Seller.
This Guarantee shall be governed by the laws of Denmark, with place of venue: Copenhagen.
Upon expiry, please return this document to us.
Dated this ____________________________
THE GUARANTOR ______________________
Signature ____________________________
In the capacity of