Counterpart International
Promoting Advocacy and Rights/Bangladesh
Purchase Order (PO) –65-inch Ultra High Definition (UHD) 4K Smart Television
Issued to/Vender
Name: Fair Electronics Limited
FEL-Gulshan-02
30, Zahid Plaza(1st Floor) Gulshan Avenue North C/A
Cell: +8801933829826
E-mail:store.gulshan-2@fel.com.bd
Purchase Order #: PAR/BDT/1081/2023/022
Project Code: 1081
Delivery/Due Date: July 25 2023
Period of Performance: July 19—July 25,2023
Deliver to and install at:
Counterpart International Inc
House 11, Rd 54a
Gulshan 2, Dhaka 1212
Type of PO
Contact and Bill To:
Counterpart International, Inc.
House 11, Rd 54a
Gulshan 2, Dhaka 1212
☒ Firm Fixed Price ☐ Ceiling Price
Payment Method: ☐ Check
Total Firm Fixed Price
BDT 1,28,000
/-
☐ Transfer ☒ Wire
Payment Terms: ☒ One time, 30 days after complete delivery ☐ A portion at the beginning and the rest upon completion (Specify schedule
below)
Payment Schedule: Payment will be made after satisfactory receipt of the products as per specification.
Scope of Work summary: N/A
Supplier shall provide, to Counterpart’s satisfaction, the goods specified in the list below
Sl. #
Description of the Product
UOM
1
Samsung UHD/ 4K TV
2 Years Panel Replacement
Warranty, 1 Year Parts
Warranty, 5 Years Free Service.
No
Qty
Unit Price
Total Price
1
BDT 9405
BDT 1,28,000
Excluding
VAT
BDT 1,28,000
65AU7700
*VAT will be paid by Counterpart International by issuing a VAT Coupon instead of paying cash.
** Tax will be deducted as per government policy.
Counterpart Authorization:
Name: Katie Croake
Title: Chief of Party
Date:
Vender Acceptance:
Name: ___________________________________
Signature: ________________________________
Date: ____________________________________
Title: _____________________________________
Signature: ________________________________
Note
Please see the following page for Counterpart Procurement terms and conditions:
Procurement Terms and Conditions:
All the following procurement terms and conditions applies to this purchase order:
1. Supplier’s Obligations. Supplier shall provide, to Counterpart’s satisfaction, the services specified Attachment A to this PO. Supplier will provide documentation of
work performed to Counterpart point-of-contact specified in Section #12 of the cover sheet of this PO.
2. Counterpart’s Obligations. Counterpart agrees to cooperate with Supplier and shall provide Supplier with additional instructions and information as Counterpart pointof-contact specified in Section #12 of the cover sheet of this PO determines is necessary for Supplier to provide the Services.
3. Duty of Loyalty. During the term of this Purchase Order, the Supplier agrees to act in the best interest of Counterpart, to conduct all business on behalf of Counterpart
in a professional and ethical manner and to deal with third parties in a manner calculated to enhance, and not to detract from, Counterpart’s reputation.
4. Ownership of Work Product. Any work partially or fully conceived, designed or produced at or by Counterpart (including, without limitation, services, deliverables,
copyrightable works, technical or other data, and tangible or intangible property of any kind) (collectively, “Work Product”) prior to the effective date of this Purchase
Order shall remain the exclusive property of Counterpart. Any Work Product developed in the course of or as a result of the Supplier’s performance of this Purchase
Order, whether by the Supplier alone or in collaboration with others, shall also be and remain the exclusive property of Counterpart. Counterpart shall be entitled to
all intellectual property and other proprietary rights including but not limited to patents, copyrights, and trademarks with regard to such Work Product. The Supplier
waives any rights, including intellectual property rights, in all Work Product, and will not distribute or make any other use of Work Product outside Counterpart without
Counterpart’s express written authorization. The Supplier hereby assigns to Counterpart all right, title and interest in any Work Product, and agrees to execute and
deliver to Counterpart any additional documents that may be necessary to effectuate such assignment.
5. Method of Payment. Payment shall be made according to conditions stated in Attachment C, Payment Schedule, of this PO.
6. Termination. This PO may be terminated in the following circumstances:
a) By Counterpart or Supplier, upon written notice, for any lawful reason;
b) By either party, immediately upon notice, if the other party fails to fulfill its obligations under this PO, or if project funding is terminated or reduced; or
c)
By mutual agreement between the parties.
Notwithstanding any other provision in this PO, Supplier understands and agrees that Counterpart has no obligation to provide Supplier with work or any minimum
hours. This PO shall not be deemed terminated as a result of any lack of work. Termination or expiration of this PO shall not affect Supplier’s continuing obligation
under Articles 11, General indemnification, and 12, Special Indemnification, of this PO.
7. Inspection and Acceptance. All equipment, materials, supplies, software, and services provided hereunder are subject to acceptance by the designated Counterpart
representative. Equipment, materials, services and supplies that [i] are not found to be reasonably satisfactory to Counterpart according to the specifications set forth
in the Scope of Work or [ii] fail to meet normal professional standards, will be rejected by Counterpart or promptly corrected by Supplier at no additional cost to
Counterpart. All items shipped and under warranty must be accompanied by valid shipping & warranty documentation.
8. Conflict of Interest. The Supplier warrants that, as of the effective date of this PO, no conflict of interest exists or is likely to arise in the performance of its obligations
under the PO. If, during the term of the PO, an or potential conflict of interest arises, the Supplier agrees to notify Counterpart immediately in writing of that conflict
or potential conflict, and take any steps Counterpart reasonably requires to deal with the conflict.
9. Gifts/gratuities/payments to third parties. The Supplier shall neither accept nor offer any gifts, gratuities, free trips, personal property, or any other items or services
of whatever nature from any person or organization as an inducement to perform, provide, or obtain any services of whatever nature on behalf of Counterpart, or for
any personal gain as a result of the Supplier’s work for Counterpart under this PO.
10. Compliance with Law. Supplier shall provide the Services in full compliance with all applicable laws, regulations, rules, and other requirements of the country, state,
region, municipality, and other applicable jurisdiction or authority where the Services are to be performed.
11. General Indemnification.
a) Supplier shall indemnify and hold harmless Counterpart and its Donors and be solely responsible for the payment of all claims for the loss of property,
personal injury, death or otherwise arising out of any willful misconduct or grossly negligent act or omission of the Supplier in connection with the
Supplier’s performance under this PO. The U.S. Government does not assume liability for any third party claims for damaging arising out of this award.
The Supplier agrees to indemnify and hold the U.S. Government harmless from and against any claim, loss, damage, injury and liability, however caused,
resulting from or arising out of or in connection with the performance of work under this PO.
b) Counterpart shall not indemnify the Supplier for any loss, claim, damage or liability of any kind arising under this PO, except and to the extent that such
liability arises out of the willful misconduct or grossly negligent act or omission of Counterpart, its employees, agents or representatives in connection
with Counterpart’s performance under this PO.
12. Special Indemnification. The Supplier, at Supplier’s own expense, shall defend, indemnify, and hold harmless Counterpart, its licensees, vendors, and agents from any
claim, demand, cause of action, and liability, including attorney’s fees, to the extent the Supplier acted intentionally or with gross negligence to infringe or violate the
patent, copyright, license, or other proprietary right of a third party.
13. Non-Liability. Counterpart does not assume any liability with respect to any third party claims for damages arising out of this Purchase Order.
14. Assumption of Risks. The Supplier understands and acknowledge that in their performance of these services under this Purchase Order, the Supplier may incur risks
to life, limb and health, including but not limited to mental health, and personal property. The Supplier acknowledges to Counterpart to third parties, and to courts of
competent jurisdiction, that the Supplier assumes all of those risks, except for risks resulting from the willful misconduct or gross negligence of Counterpart.
15. Force Majeure. The parties are released from their obligations under this PO for partial or complete failure to carry out obligations if this failure results from a “force
majeure event”. Force majeure events shall include, but not be limited to, flood, drought, earthquake, storm, fire, pestilence, and other natural catastrophes, epidemic,
war, riot, civil disturbance or disobedience, strikes, other labor disputes, or failure, threat of failure, or sabotage of any facilities or equipment used in conjunction with
this PO, or other causes beyond the control of the parties and which could not have been reasonably foreseen or prevented. The affected party(ies) shall, within 7
working days after such force majeure event first occurs, notify the other party in writing and describe how each or both will overcome all difficulties resulting from
such event. However, in the event that either party is prevented by such an event from fulfilling its obligations under this PO for a period of more than 90 days, the PO
may be terminated in accordance with Article 4, Termination.
16. Governing Law. This PO shall be governed by the laws of the Commonwealth of Virginia and the United States, without regard to the conflict of laws provisions thereof.
17. Claims and Disputes. In no event shall Counterpart be liable to Supplier for payments for any extra work performed in addition to that required under this PO unless
the Supplier performs such work by advanced written directive of Counterpart.
In the event of any dispute, a claim by the Supplier must be made in writing and submitted to Counterpart for a written decision. A claim by the Supplier is subject to
a written decision by Counterpart, who shall render a decision within 60 days of receipt of the Supplier’s claim. The decision rendered will be considered final unless
appealed by the Supplier. The Supplier will proceed with performance of this PO pending final resolution of any claim.
18. Modification. Changes to the terms and conditions of this PO may be effected only by means of a written modification to the PO executed by both Supplier and
Counterpart.
19. Complete Contract. This document together with its Attachments A-D constitute the complete and exclusive contract between the parties, superseding all
representations, proposals or promises whether oral or written, and all other communications between the parties, relating to the subject of this PO.
ATTACHMENT D
U.S. GOVERNMENT PROVISIONS
B.1 Executive Order No. 13224
Supplier is reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals
and organizations associated with terrorism. It is the legal responsibility of Supplier to ensure compliance with these Executive Orders and Laws.
This provision must be included in all subcontracts issued under this PO.
B.2 Debarment, Suspension, Ineligibility and Voluntary Exclusion
Supplier certifies that neither it nor its principals is presently excluded or disqualified from participation in this transaction by any U.S. Federal
department or agency.
B.3 Worker’s Compensation Insurance
Pursuant to 42 U.S.C. 1651, et seq., Supplier is required to provide Worker's Compensation Insurance for persons employed outside the United
States who are not United States citizens or residents, unless a U.S. Department of Labor waiver has been obtained, in which case Supplier shall
provide adequate workers compensation protection for such persons in accordance with local law. A list of countries for which the U.S. Department
of Labor has issued waivers can be found at http://www.usaid.gov/policy/ads/300/302sap.pdf.
B.4 Audit and Records
For the purpose of making audits, examinations, excerpts and transcriptions, Counterpart, USAID, the Comptroller General of the United States, or
any of their duly authorized representatives, shall have access to any books, documents, papers and records of the Supplier which are directly
pertinent to the fees and expenses claimed for services performed under this Contract.
B.5 Foreign Tax Reporting/VAT
Supplier shall report any foreign taxes assessed by the host government on commodity purchase transactions of $500 or more made with funds
received from this PO. For the purposes of this Section, “commodity” means any material, article, supplies, goods, or equipment, and “foreign
taxes” means value-added taxes (VAT) and custom duties assessed by a foreign government on a commodity financed with U.S. assistance. It
does not include foreign sales taxes. A sample VAT tracking form may be obtained from Counterpart.
B. 6 Trafficking in Persons (April 2016)
The Vendor, at any tier, or their employees, labor recruiters, brokers or other agents, must not engage in:
(1) Trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children,
supplementing the UN Convention against Transnational Organized Crime) during the period of this award;
(2) Procurement of a commercial sex act during the period of this award;
(3) Use of forced labor in the performance of this award;
(4) Acts that directly support or advance trafficking in persons, including the following acts:
i. Destroying, concealing, confiscating, or otherwise denying an employee access to that employee's identity or immigration documents;
ii. Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country
from which the employee was recruited upon the end of employment if requested by the employee, unless:
a) exempted from the requirement to provide or pay for such return transportation by USAID under this award; or
b) the employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human
trafficking enforcement action;
iii. Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations,
or promises regarding that employment.
iv. Charging employees recruitment fees; or
v. Providing or arranging housing that fails to meet the host country housing and safety standards.
b. In the event of a violation of section (a) of this provision, USAID is authorized to terminate this award, without penalty, and is also authorized to
pursue any other remedial actions authorized as stated in section 1704(c) of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L.
112-239, enacted January 2, 2013).
For purposes of this provision, “employee” means an individual who is engaged in the performance of this award as a direct employee, consultant,
or volunteer of the recipient or any subrecipient. The vendor must include in all contracts a provision prohibiting the conduct described in section a(1)(4) by the contractor, or any of their employees, or any agents. The recipient must also include a provision authorizing the recipient to terminate the
award as described in section b of this provision.