GENERAL CONDITIONS FOR SERVICE CONTRACTS FINANCED FROM PHARE/TACIS FUNDS

Art.1: Definitions
Art.2: Computation of Time-limits
Art.3: Assignment
Art.4: Sub-contracting
Art.5: Consortia
Art. 6: Supply of Information by the Contracting Authority
Art.7: Audit
Art.8: Monitoring - Evaluation
Art.9: General Obligations of the Contractor
Art.10: Code of Conduct
Art.11: Representation towards Third Parties
Art.12: Communications
Art.13: Industrial and Intellectual Property
Art.14: Specifications and Designs
Art.15: Permits and Licenses
Art.16: Independence
Art.17: Exclusivity
Art.18: Provision of Personnel
Art.19: Logistics and Administrative Support
Art.20: Reporting
Art.21: Eligibility of Staff
Art.22: Delays in Performance
Art.23: Extension of Period of Performance
Art.24: Variation of Services
Art.25: Working Days
Art.26: Contract Amount
Art.27: Payments
Art.28: Payment Procedure
Art.29: Travel and Transport
Art.30: Payment Schedule
Art.31: Advances
Art.32: Guarantee
Art.33: Reimbursement of Advances
Art.34: Payment to Third Parties
Art.35: Taxation
Art.36: Liability
Art.37: Purchase of equipment
Art.38: Medical and Insurance Arrangements
Art.39: Penalties and Liquidated Damages
Art.40: Responsibility of the Contractor towards the Contracting Authority
Art.41: Termination by the Contracting Authority
Art.42: Termination by the Contractor
Art.43: Force Majeure
Art.44: Law of the Contract
Art.45: Duration of the Contract and Date of Effect
Art.46: Amendments or Additions to the Contract
Art.47: Resolution of Disputes

Article 1

1. The following definitions apply to these General Conditions and to the Contract:

Contract: The Contract and its annexes, including these General Conditions.

Contractor: The natural or legal person with whom the Contracting Authority enters into a Contract.

Contracting Authority: The European Community represented by the Commission of the European Communities or the other body in the Partner State identified as such.

Guarantor: Person, other than the Contractor, providing the Contracting Authority with a guarantee covering advance payments which the Contracting Authority may make to the Contractor.

Partner Institution: The body receiving technical assistance in the Partner State.

Partner State: The State receiving assistance under the Phare or Tacis programmes.

Phare: European Community assistance programme for the reconstruction of the economies of Central and Eastern Europe.

Services: Tasks to be performed by the Contractor under a service contract such as studies, designs, provision of short term and long term technical assistance (including monitoring), procurement and tendering operations, certification of quality/quantity aspects and training.

Tacis: European Community assistance programme for Technical Assistance to the Commonwealth of Independent States and Mongolia.

Terms of Reference: The statement issued by the Contracting Authority giving the definition of its requirements and objectives of the services, including, where applicable, the methods and means to be used and/or results.

2. The headings and titles in these General Conditions shall not be taken as part thereof or be taken into consideration in the interpretation of the Contract.

3. Words importing persons or parties shall include firms and companies and any organization having legal capacity.

 

1. The time-limits referred to in these General Conditions and in Contract shall begin to run from the beginning of the day following the date of the act or deed which serves as the starting point for those time-limits.

2. Where the time-limit is fixed in days, it shall expire at the end of the last calendar day of the period laid down.

3. Where the time-limit is fixed in months, it shall end on the day having the same number as the day on which it began. In the event of the last month of a time-limit fixed in months not having a day with the same number as the date on which it began, the time-limit shall expire at the end of the last day of that month.

4. Where the last day of a time-limit falls on a public or any other general holiday in the State in which the obligation subject to the time-limit is to be performed, the time-limit shall be extended until the end of the next working day.

 

1. An assignment shall be valid only if it is a written agreement by which the Contractor transfers his Contract or part thereof to a third party.

2. The Contractor shall not, without the prior written consent of the Contracting Party, assign the Contract or any part thereof.

3. The approval of an assignment by the Contracting Authority shall not relieve the Contractor of his obligations under the Contract, neither for the part of the Contract already performed nor for the part not assigned.

4. If the Contractor has assigned his Contract without authorization, the Contracting Authority may, without giving formal notice thereof, apply as of right the sanctions for breach of Contract.

5. Assignees must satisfy the eligibility criteria applicable to the award of the Contract.

 

1. A sub-contract shall be valid only if it is a written agreement by which the Contractor entrusts performance of a part of his Contract to a third party.

2. Except for sub-contractors already nominated in the Contract, the Contractor shall not sub-contract without the prior written authorization of the Contracting Authority. The elements of the Contract to be sub-contracted and the identity of the sub-contractors shall be notified to the Contracting Authority.

3. If the Contractor has sub-contracted without authorization, the Contracting Authority may, without giving formal notice thereof, apply as of right the sanctions for breach of Contract.

4. Sub-contractors must satisfy the eligibility criteria applicable for the award of the Contract.

5. The Contracting Authority shall have no contractual relations with the sub-contractors, but may avail itself of any rights the Contractor has acquired against them. The Contractor remains fully responsible towards the Contracting Authority in regard to the sub-contracted parts of the Contract.

6. The Contractor shall submit to the Contracting Authority, upon this latter's request, copy of the contracts with the sub-contractors.

1. If the Contractor is a joint venture or consortium of two or more participants, all such participants shall be jointly and severally bound to the terms of the Contract according to the law applicable.

2. The Contracting Authority may terminate the Contract with immediate effect in the event that any of the members of the joint-venture or consortium:

a) withdraws from the joint-venture or consortium;

b) is wound-up, whether voluntarily or involuntarily, a petition in bankruptcy is entered against it, settles or compounds with its creditors or has a receiver of its assets appointed, or sells or disposes of all - or substantially all - of its assets otherwise than for the purpose of a bona fide sale, reorganization, merger reconstruction, or amalgamation previously approved by the Contracting Authority in writing.

3. If any of the events listed under point 2 above occurs the Contractor shall immediately inform the Contracting Authority in writing.

4. Any and all communications sent by the Contracting Authority to the Contractor's address marked in the Contract will be deemed as effectively and validly made to all members of the joint-venture or consortium.

SUPPLY OF INFORMATION BY THE CONTRACTING PARTY

1. The Contracting Authority shall supply the Contractor as soon as possible with any information and/or documentation at its disposal which may be relevant to the performance of the Contract. Such documents shall be returned to the Contracting Authority on completion of the services.

2. The Contractor is required, unless otherwise agreed, to attend prior to the mobilization of the project the briefing sessions when these are organized by the Contracting Authority in Brussels. Arrangements for this will be by mutual agreement between the Contracting Authority and the Contractor and should be attended by the latter's project director and team leader.

 

1. The Contractor is responsible for maintaining sufficiently detailed and accurate financial and other records of the work performed under the Contract, including man/days worked, and the direct costs and reimbursable expenses incurred thereunder.

2. The Contractor shall make, or cause to be made in case of consortia and sub-contracting, available to the Contracting Authority, and the Commission of the European Communities when this is not the Contracting Authority, without delay, any information which the latter may request, concerning the performance of the work specified under the terms of the Contract. Throughout the duration of the Contract and for a minimum period of four years following its completion or cessation, the Contractor shall on ten working days' notice, make, or cause to be made, available to any official of the Contracting Authority, or of the Commission of the European Communities when this is not the Contracting Authority, or of the Court of Auditors of the European Communities, or any contracted third party especially authorized for this purpose, free access to all and any records and documents required to verify the proper performance of the Contract. Such records and documents may, if necessary, be verified at the place where they are normally kept.

 

The Contracting Authority may appoint a third party (hereinafter Monitoring Personnel) to conduct a monitoring and evaluation of the activities performed by the Contractor under the Contract.

The Contractor shall extend the Monitoring Personnel his fullest co-operation and provide with all the information and documents the Monitoring Personnel may reasonably request in order to accomplish the task.

Article 9

1. The Contractor shall obey and abide by all laws and regulations in force in the State in which the Contract is to be performed and shall ensure that his personnel, their dependents, and his local employees also respect and abide by all such laws and regulations. The Contractor shall indemnify the Contracting Authority against any claims and proceedings arising from any infringement by the Contractor, his employees and their dependents of such laws and regulations.

2. The Contractor shall perform the services with due care, efficiency and diligence, in accordance with the best professional practices. For this purpose he shall adopt all measures necessary to enable his staff to carry out their specified duties under conditions which are most conducive to efficiency.

3. The Contractor and his staff shall obey and carry out the instructions given to them by the Contracting Authority within the framework of the mission entrusted to them.

 

1. The Contractor shall at all times act loyally and impartially and as a faithful adviser to the Contracting Authority in accordance with the rules and/or code of conduct of his profession as well as with appropriate discretion.

2. The Contractor and his employees shall respect the political, cultural and religious practices prevailing in the Partner State.

3. The Contractor and his staff shall maintain professional secrecy, for the duration of the Contract and after completion thereof. In this connection, except with the prior written consent of the Contracting Authority, neither the Contractor nor the personnel employed or engaged by him shall at any time communicate to any person or entity any confidential information disclosed to them or discovered by them, or make public any information as to the recommendations formulated in the course of or as to the result of the services. Furthermore, they shall not make any use prejudicial to the Contracting Authority, of information supplied to them and of the results of studies, tests and research carried out in the course and for the purpose of performing the Contract.

 

1. Unless otherwise provided, the Contractor shall not be authorized, by virtue of Contract, to act on behalf of or commit the Contracting Authority with regard to third parties. He and his staff shall abstain from any statement or behavior or, in particular, use of the EC logo, which might be misunderstood in this respect.

2. The Contractor shall not commit the Contracting Authority in any way whatsoever without the latter's prior consent in writing, and shall, where appropriate, make this obligation clear to third parties.

 

1. Save as provided under article 10 above, the Contractor shall follow the guidelines imparted by the Contracting Authority when undertaking communications activities concerning Tacis and the Contract.

2. The Contractor shall follow the Phare/Tacis written and visual identity standards which apply to design for publications, stationery, and all other communications, promotional and branded materials.

These identity standards are specified in two respective identity booklets - " Phare/Tacis Identity Standards, Written Identity" and "Phare/Tacis Identity Standards for Working Contractors, How to promote your Tacis project" -. These booklets form an integral part of the Contract and are provided in Annex F of the Contract.

In special cases or where further clarification is required, the Contractor shall seek from the Contracting Authority's competent Information Office instructions on how to implement the Phare/Tacis identity standards.

The Phare/Tacis identity standards may only be used in connection with the performance of the Contract.

3. The Contractor shall forward to the Contracting Authority's competent Information Office copy of all communication materials disclosed to third parties.

 

INDUSTRIAL AND INTELLECTUAL PROPERTY

1. Unless otherwise provided, any results or patents obtained by the Contractor in performance of the Contract shall belong to the Contracting Authority, which may use them as it sees fit.

2. Unless otherwise provided, all reports and data such as maps, diagrams, drawings, specifications, plans, statistics, calculations, and supporting records or materials acquired, compiled or prepared by the Contractor in the performance of the Contract shall be confidential and shall be the absolute property of the Contracting Authority. The Contractor shall, upon completion of the Contract, deliver all such documents and data to the Contracting Authority. The Contractor may retain copies of such documents and data, but shall not use them for purposes unrelated to his contract without prior written approval of the Contracting Authority.

3. Unless otherwise provided, copyright and any other rights of ownership in respect of manuscripts or parts thereof, prepared as part of the performance of the Contract, shall belong exclusively to the Contracting Authority.

 

1. The Contractor shall prepare all specifications and designs using accepted and generally recognized systems acceptable to the Contracting Authority and taking into account the latest design criteria.

2. The Contractor shall ensure that the specifications and designs and all documentation relating to procurement of goods and services for the programme are prepared on an impartial basis so as to promote competitive tendering.

 

PERMITS AND LICENSES

1. The Contractor shall be solely responsible for taking the necessary steps to obtain any permit or license required for the performance of the Contract under the laws and regulations in force at the place where the tasks assigned to the Contractor are to be performed.

2. The Contracting Authority shall make its best efforts to ensure that such permits or licenses are not unduly delayed or withheld.

3. The Contracting Authority may terminate the Contract without notice if the Contractor fails, through his own fault, to obtain any permit or license required for the performance of the Contract.

 

The Contractor shall refrain from any relationship which would compromise his independence or that of his staff. If the Contractor fails to maintain such independence, the Contracting Authority may, without prejudice to compensation for any damage which he may have suffered on this account, terminate the Contract forthwith.

 

Unless the Contract provides otherwise, the staff and personnel assigned to the Contract shall, during the periods specified for carrying out the specific assignment, work exclusively under this Contract and not carry out any work of whatever nature for any third party. If the Contractor does not fulfill this obligation the Contracting Authority may terminate the Contract and claim damages.

 

1. Unless otherwise provided, the services specified in the Contract shall be provided by the personnel whose names appear on the List of Staff enclosed to the Contract in accordance with the tasks as specified in the Contract. No modification may be made, except with the written approval of the Contracting Authority. Any modifications made without such approval shall be considered as breach of contract.

2. The Contractor shall provide a timely replacement with at least equivalent qualifications and experience and accepted by the Contracting Authority if:

(a) on account of death, sickness or accident, a member of staff is unable to continue providing his services or for other reasons out of the Contractor's control (e.g. resignation), it becomes necessary to replace any of his personnel;

(b) any person specified in the Contract is found by the Contracting Authority to be incompetent in discharging or unsuitable for the performance of his duties under the Contract or if carrying out his tasks under the Contract consistently prejudices the good and timely performance of the Contract.

3. Unless otherwise provided, in the case where the Contracting Authority in writing requests a replacement according to point 18.2(b) above, the Contractor's proposal for the replacement must be given within one month from receipt of the Contracting Authority's request. It shall be considered as breach of contract if such proposal is not made within the above specified period.

4. Except in the case where the Contracting Authority requests a replacement not provided for by the Contract, the replacement shall not oblige the Contracting Authority to pay any additional remuneration, fees or costs other than those laid down in the initial Contract. The Contractor shall bear all the additional costs arising out of or incidental to such replacement. Such costs shall include the costs of the return journey of the replaced member of staff and his family, the costs of the replacement's training and, if necessary, the expenses arising from the need to maintain simultaneously at the place of work the member of staff to be replaced and his replacement.

 

The Contractor shall provide appropriate and adequate administrative and logistical support services at his head office or field offices for carrying out the services.

 

1. The Contractor shall furnish the Contracting Authority with such information relating to the services and the programme as the Contracting Authority may at any time request. In this respect, periodic reports shall be provided, whose form, number of copies, subject matter and frequency will be as laid down in the Contract. Implementation difficulties or technical omissions in the Terms of Reference shall form the subject of special reports.

2. On termination of the services the Contractor shall draw up a confidential final report of the project and a critical study of any major problems which may have arisen during the performance of the Contract. The Contract shall determine the number of copies of the above-mentioned report to be submitted to the Contracting Authority. The final report provided for above shall be forwarded to the Contracting Authority not later than two months after the end of the provision of services by the Contractor.

3. One copy of the reports mentioned under point 2 above shall be delivered by the Contractor to the Contracting Authority's Delegation in the Partner State, if any.

 

1. The Contractor and his staff proposed for the implementation of the Contract may not be members of the Contracting Authority's staff directly closely involved in the Phare or Tacis programmes at any time within the preceding six months for a prolonged period of time and in a significant position of involvement. For the purpose of this article, the Contracting Authority's staff is to be considered the person or persons employed by the Contracting Authority (Commission or PMU) in a statutory or contractual capacity (of any significant period of time). In the case of the Commission of the European Communities, this would also include in particular but not exclusively national experts or officials assigned to the Contracting Authority.

2. The Contracting Authority may refuse, at its own discretion, Contractor's staff who are not citizens either of Member States of the European Community or of the Partner States.

 

1. Unless otherwise provided, the Contractor shall commence performance within 30 days after the date on which the Contract takes effect.

2. If the Contractor fails to perform the services within the period(s) of performance specified in the Contract, the Contracting Authority shall, without formal notice and without prejudice to its other remedies under the Contract, be entitled to liquidated damages for every day, or part thereof, which shall elapse between the end of the period specified for performance or extended period of performance and the actual day of completion, at the rate stated in Article 39.2. If several contractual periods are laid down in the Contract these liquidated damages apply to each period.

3. If the Contracting Authority has become entitled to the maximum claim provided for under article 39.2 it may after giving notice to the Contractor:

(a) terminate the Contract; and

(b) complete the services at the Contractor's cost.

4. If the Contractor fails to initiate performance of the Contract within 30 days from the commencement of its legal duration, or within the period otherwise specified under paragraph 1, the Contracting Authority may terminate the Contract.

 

1. The Contractor may request an extension to the period of performance if he is or will be delayed in performing the Contract by any of the following causes:

(a) extra or additional services ordered by the Contracting Authority;

(b) orders of the Contracting Authority affecting the date of completion other than those arising from the Contractor's default;

(c) failure of the Contracting Authority to fulfill it's obligations under the Contract;

(d) force majeure;

2. The Contractor shall, within 15 days of becoming aware that delay may occur and before the expiry date of the Contract, notify in writing the Contracting Authority of his intention to make a request for extension of the period of performance to which he considers himself entitled and shall within 60 days thereafter but before the expiry date of the Contract, deliver to the Contracting Authority full and detailed particulars of the request, in order that such request may be investigated at the time.

3. The Contracting Authority shall, by written notice to the Contractor, grant such an extension of the period of performance as may be justified, or inform the Contractor that he is not entitled to an extension. No extension of the Contract will be agreed by the Contracting Authority after the expiry date of the Contract.

 

1. After consultation with the Contractor, the Contracting Authority may modify the original Contract in the course of performance thereof, provided that it does not change the general purpose of the Contract and that it gives fair compensation where appropriate, within the limits laid down hereafter.

2. The cost of such variations shall be borne by the Contracting Authority by analogy with the methods used in calculating the costs of the original Contract and as far as the changes fully justify it.

3. Where the services to be performed are increased, the Contractor shall, on submission of a reasoned request to the Contracting Authority, be entitled to an appropriate extension of the contractual period of performance.

4. Agreements to any such variations must be in writing by the duly authorized representative of the Contracting Authority.

 

For calculation purposes, unless the Contract provides otherwise, the time worked by the Contractor's experts is computed in calendar days for the time spent in the Partner States and in days actually worked for the services rendered in the European Community. In both cases time worked must be evidenced by time sheets submitted by the Contractor.

The payments cannot exceed the maximum total amount stated in the Contract. Furthermore, no payments for fees, direct costs and reimbursable expenses can exceed the maximum amounts specified in the Contract for each of these categories.

Unless otherwise provided:

1. Payments shall be made in ECU.

2. The Contract shall state the exchange rate to be applied for conversion into ECU from other currencies.

3. With regard to payments due under the Contract, unless otherwise agreed, the Contractor must designate a bank account opened either in the country where the Contractor is registered or established for the purpose of carrying out its business, and in any case within the European Community or the Partner States, or in the country where the majority of the work is performed under the Contract.

4. The remuneration of the Contractor under the Contract shall constitute his only remuneration in connection with the contract and neither he nor his personnel shall accept any commission, discount, allowance, indirect payment or other consideration in connection with, or in relation to, or in discharge of, his obligations under the Contract.

5. The Contractor shall not have the benefit, whether directly or indirectly, of any royalty or of any gratuity or commission in respect of any patented or protected article or process used in or for the purposes of the Contract or the programme, unless it is agreed by the Contracting Authority in writing that he may.

 

1. The Contractor is entitled to payment of up to the amount stated in the Contract as and when the services are provided and accepted. If the Contract so provides, the Contractor shall be entitled to interim payments in accordance with the procedures, schedules and time limits stipulated in the Contract.

2. Abatements for any incomplete provision of services shall be made on the basis of the prices laid down in the Contract in respect of the part of the services which were not provided.

3. For each payment, the Contractor shall send the Contracting Authority one original and one copy of a written request for payment both accompanied by itemized statements. All invoices shall be drawn up in keeping with the Contract's Breakdown of Prices.

A financial report including a financial analysis of the project shall be submitted to the Contracting Authority with each payment request.

4. For the part of the Contract which is based on unit prices, provision may be made for the payment of interim payments only in respect of services rendered and for the part of the Contract based on the reimbursement of costs, on submission of the original air tickets, receipts, invoices, vouchers and other appropriate supporting materials.

5. If the Contract is for a short-term assignment (6 calendar months or less), the amount of the interim payments shall not exceed 80% of the total value of fees and direct expenses; the remaining 20% thus withheld shall be paid as a final balance. If the Contract is for a long-term assignment, the amount of the interim payment shall not exceed 90% of the total value of fees and direct expenses; the remaining 10% thus withheld shall be paid as a final balance.

The frequency of, reporting and other pre-requisites for, interim payments shall be as laid down in the Contract.

6. Payment of the final balance shall be subject to performance by the Contractor of all his obligations relating to the execution of all phases or parts of the services and to the approval by the Contracting Authority of the final phase or part of the services. Final payment shall be made only after the final report and a final statement, identified as such, have been submitted by the Contractor and approved as satisfactory by the Contracting Authority. Furthermore final payment shall be made only upon proof by the Contractor of the effective transfer to the Partner Institution of the property right to any equipment financed under the Contract.

Invoices relevant to the final payment shall be submitted to the Contracting Authority within six months from the expiry or termination of the Contract. Invoices submitted later than the deadline above will be refused by the Contracting Authority.

Any amount which the Contracting Authority has paid, or caused to be paid, in accordance with this article in excess of the Contractor's entitlement under the Contract, shall be reimbursed by the Contractor to the Contracting Authority, within 30 days after receipt by the Contractor of notice thereof.

7. If any of the following events occur and persist, the Contracting Authority may suspend in whole or in part, payments due to the Contractor under the Contract:

(a) the Contractor defaults in the execution of the Contract;

(b) any other condition for which the Contractor is responsible under the Contract and which, in the opinion of the Contracting Authority, interferes, or threatens to interfere, with the successful completion of the programme or the Contract. This includes defaults of the Contractor discovered during auditing carried out in accordance with article 7 above.

8. The Contractor shall not be entitled to payment if he is prevented by force majeure from performing the tasks assigned to him. Part performance only of any such tasks shall result in part payment.

In the event that the project has to be stopped Contractor shall be paid an appropriate amount to cover demobilization costs.

 

1. The Contracting Authority will reimburse the following travel expenses for the Contractor's expatriate staff: Expenses for one return journey to the place of performance of the services. Additionally expenses for one return journey per calendar year when the duration of the Contract is more than 12 calendar months.

2. Unless otherwise provided, travel expenses shall only be borne by the Contracting Authority as far as the eligible expatriate staff of the Contractor are concerned. However, if the assignment is of more than 6 calendar months, travel expenses for one return journey per year for their spouses and dependent children shall be borne by the Contracting Authority.

3. The costs shall be limited to the cost of the most direct practicable route between the airport and/or the railway station nearest to the usual place of residence and to the place where the Contract is to be performed.

4. Air travel shall be by economy class. Journeys necessitating travel by sea, rail or river shall be made first class. The cost of transporting the luggage of eligible staff between the usual place of residence and the place where the Contract is to be performed shall be borne by the Contracting Authority within the weight and/or the cost limits stipulated in the Contract.

5. The conditions under which transport cost of documents, equipment and materials may be borne by the Contracting Authority, shall be as stated in the Contract.

6. In all cases, reimbursement will be subject to the submission of original supporting documents plus one copy.

 

1. Unless otherwise provided, payments shall be made within 60 days of receipt of the request for payment and shall be deemed to have been made on the date on which they are debited to the Contracting Authority's account.

2. The Contracting Authority may, however, after giving notice to the Contractor, defer payment if the services covered by the request for payment are contested by the Contracting Authority or if the vouchers in support of the request are incomplete. Where payment is so deferred, the Contracting Authority shall not be liable to pay interest or indemnities of any kind.

3. The Contracting Authority shall be bound to comply with payment periods only if requests for payment are properly presented at the address stated in the Contract.

4. The 60 days payment period does not include any delays occurring as a result of banking procedures.

5. If the time-limits for payments are exceeded, and the Contract has not given rise to any claim, the Contractor shall be entitled to interest calculated pro rata on the basis of the number of calendar days by which payment is delayed, at the interest rate applied by the European Monetary Institute, as published in the Official of the European Communities for the month in which the payments is made, increased by 1%. This indemnity is exclusive.

6. Any default in payment of more than 120 days from the expiry of the period laid down above in this article shall entitle the Contractor either not to perform the Contract or to terminate it.

 

1. If the Contract so provides, an advance shall be granted to the Contractor, at his written request, for operations connected with the execution of the services, in order to enable him to meet expenditure resulting from the commencement of the Contract.

The total amount of the advance shall not exceed 35% of the total of fees and direct expenses as defined in the Contract.

The Contracting Authority may, at its discretion, pay an advance not exceeding 35.000 ECU without submission of a bank guarantee.

2. The Contractor shall use the advance exclusively for operations connected with the performance of the services. Should the Contractor misuse any portion of the advance, it shall become due and repayable immediately and no further advance payment shall be made to him.

3. In the event that the Contract provides for the purchase of equipment for a value exceeding ECU 20,000, the Contractor may obtain, upon submission of a separate bank guarantee as opposed to that mentioned under point 1 of this article, an advance payment to be handled as a Special Fund in order to finance said purchase. The Contractor may not request the advance payment earlier than three months before the actual purchase of the equipment.

In the event that the Contract provides for the organization by the Contractor of study-tours for representatives of the Partner Institution for a value exceeding ECU 20,000, the Contractor may obtain, upon submission of a separate bank guarantee as opposed to that mentioned under point 1 of this article, an advance payment to be handled as a Special Fund in order to finance said study-tours.

In both the above-mentioned cases the Contractor shall keep the advance received in a separate interest bearing bank account to be used only for the purposes for which the advance has been provided.

The interest accrued on the account shall be returned to the Contracting Authority.

4. No advance shall be granted until:

(a) the Contract has been signed by both parties and returned by the Contractor to the Contracting Authority;

(b) provision to the Contracting Authority by the Contractor of a separate directly liable bank guarantee or other adequate security acceptable to the Contracting Authority for the full amount of the advance.

5. Should the advance guarantee cease to be valid before the advances are reimbursed and the Contractor fail to re-validate it, either a deduction equal to the amount of the advance not yet reimbursed may be made by the Contracting Authority from future payments due to the Contractor under the Contract, or if in the opinion of the Contracting Authority such deduction is impracticable, the Contracting Authority may terminate the Contract and the Contractor shall be obliged to refund the amount not yet reimbursed.

 

1. Where a guarantee to secure payment of advances is required it must be provided for the full amount of the advance to be paid. No advance payments shall in that case be made to the Contractor prior to the provision of the guarantee.

2. The guarantee shall be denominated in ECU.

3. The guarantee must be provided in the form of a bank guarantee acceptable to the Contracting Authority. The guarantee shall be independent and payable on first demand.

4. The guarantee may stipulate a specific expiry date, on the condition that this falls at least three months following the stated expiry date of the Contract. Alternatively, the guarantee may be stated to expire on return of the original of the guarantee.

5. Where the guarantee bears an expiry date, and should it appear that the legal duration of the Contract may be extended, the validity of the guarantee must be extended, at the request of the Contracting Authority.

6. If the Guarantor is not able to abide by its commitments, the Contracting Authority shall give formal notice to the Contractor to provide a new guarantee on the same terms as the previous one. Should the Contractor fail to provide a new guarantee, the Contracting Authority may terminate the Contract and the Contractor shall be obliged to refund the amount not yet reimbursed.

7. If the Contract is terminated for any reason whatsoever, the guarantees securing the advances may be invoked forthwith in order to repay the balance of the advances still owed by the Contractor, and the guarantor shall not delay payment or raise objection for any reason whatsoever.

8. Guarantees covering advances provided for in this article shall be released as and when advances are reimbursed or when the Contracting Authority has accepted the invoices relating to the expenses for which advances have been given..

9. The law applicable to the guarantee shall be the same as the law of the Contract.

 

1. Reimbursement of the advance referred to in Article 31.1 shall be made by deduction from the interim payments referred to in Article 28. Such deductions shall be spread over the interim payments, in such a manner that the advance payment shall be totally reimbursed when the total of sums due to the Contractor reaches 80% or 90% as per Article 28.5 of the total of fees and direct expenses.

2. Reimbursement of the advance referred to in Article 31.3 and 31.4 shall be made by deduction from the payments of reimbursable costs referred to in Article 28.4

3. In all cases of termination of the Contract, for whatever reason, the Contractor shall immediately reimburse the outstanding balance of the advances.

 

1. All orders for payment to third parties shall be carried out only after an assignment duly notified to the Contracting Authority.

2. Notification of beneficiaries of the assignment shall be the sole responsibility of the Contractor.

3. In the event of a legally binding attachment of the property or accounts of the Contractor affecting payments due to him under the Contract, the Contracting Authority shall have 60 days, starting from the day when it receives notification of the definitive lifting of the obstacle to payment, to resume payments to the Contractor.

 

1. Taxes, duties and charges (such as customs and import duties) shall be excluded from Community financing.

2. The Contractor shall be responsible for complying with the national tax laws applicable to him in respect of revenue received under the contract.

 

1. The Contracting Authority will not be held liable for damage sustained by the Contractor himself or by his staff during the performance of the Contract. The Contracting Authority shall not be subject to any claim for compensation or repairs in respect of any such damage.

2. The Contractor shall be liable to the Contracting Authority for full performance of all obligations resulting from the Contract, repair any damage caused to the Contracting Authority or the persons to whom the services were provided as a result of any action or omission relating to the performance of the Contract, which is attributed to him as a result in particular of his negligence, errors or omissions.

3. Within 20 days of signature of the Contract by both parties the Contractor shall take out and maintain a full indemnity insurance policy adequately covering, from the start of performance of the Contract and throughout its duration civil liability in the event of accidents caused to third parties or to the Contracting Authority and any employee of that Party arising out of the performance of the Contract.

4. The Contracting Authority shall undertake no responsibility in respect of any life, health, accident, travel and other insurance which may be necessary or desirable for the personnel of the Contractor or of his sub-contractors or other independent contractors for the purposes of the services, nor for any members of the families of such persons.

 

1. In the event that equipment is to be purchased according to the Contract, the Contractor shall apply the standard rules and procedures of the European Community for the purchase of equipment, as they will be made known to the Contractor by the Contracting Authority.

The Contractor may not participate as a bidder in the tender - be it an informal consultation or an open tender - for the purchase of said equipment.

The equipment must originate either from a Member State of the European Communities or from the Tacis Partner States.

The Contractor may not be reimbursed the cost of purchase for equipment that does not originate from a Member State of the European Communities or from a Phare/Tacis Partner State for which no specific written approval to waive this requirement has been made by the Contracting Authority. Exemptions to the requirement of origin shall only be allowed in exceptional circumstances.

2. Until the moment of handing over the equipment to the Partner Institution the Contractor shall be responsible of the proper maintenance and custody of the equipment.

The Contractor shall keep a fixed asset register for the equipment purchased within the framework of the Contract. All equipment shall be permanently marked with an inventory identification number (that is reflected in the fixed asset register) and shall carry clear evidence of the fact that it has been donated from Phare/Tacis funds.

 

1. The Contractor shall fulfill all legal obligations of an employer in respect of his personnel working in the context of the Contract. These obligations shall include, in particular, obligations in respect of social security, of medical insurance, and of fiscal and other charges.

The Contractor shall also provide for his staff assigned to the Partner State a medical insurance for emergency repatriation.

2. The Contractor shall provide guarantees and, on request, evidence satisfactory to the Contracting Authority that the Contractor and/or his personnel are in good health and are not subject to any disability which may interfere with the performance of the services.

3. The Contracting Authority shall be under no liability in respect of the medical expenses of the Contractor or his personnel.

 

1. In the event that the Contractor requests the Contracting Authority agreement to replace any of the experts whose names are listed in Annex C of the Contract for reasons other than those provided for under article 18.2 (a) and the Contracting Authority agrees to it, the latter may, as of the effective date of the replacement, apply a penalty equal to 10% of the fees originally stipulated for the replaced expert. Upon confirming its agreement to the replacement, the Contracting Authority will also communicate whether it intends to apply the penalty or not.

2. Unless otherwise is provided for in the Contract, liquidated damages for delay in performance are calculated at the following daily rate for each calendar day:

- 4/1000 of the total contract amount for contracts of a duration of 6 calendar months or less;

- 2/1000 of the total contract amount for contracts of a duration of more than 6 calendar months, but not more than 12 months;

- 1/1000 of the total contract amount for contracts of a duration of more than 12 calendar months;

provided that the liquidated damages to be paid do not exceed 15% of the total contract amount.

 

1. The Contractor shall, at his expense, upon request of the Contracting Authority, remedy any defect in the performance of the services in the event of the Contractor's failure to perform his obligation under the Contract.

2. The Contractor shall indemnify, protect and defend, at his expense, the Contracting Authority, its agents and employees, from and against all actions, claims, losses or damage arising from any act or omission by the Contractor in the performance of the services, including any violation of any legal provisions, or rights of third parties, in respect of patents, trade marks and other forms of intellectual property such as copyrights.

3. Notwithstanding paragraph 1 and 2, the Contractor shall have no liability whatsoever for actions, claims, losses or damages occasioned by:

(a) the Contracting Authority omitting to act on any recommendation, or overriding any act, decision or recommendation, of the Contractor, or requiring the Contractor to implement a decision or recommendation with which the Contractor disagrees or on which he expresses a serious reservation and which has been put into written form and been communicated to the Contracting Authority through registered mail; or

(b) the improper execution of the Contractor's instructions by agents, employees or independent contractors on behalf of the Contracting Authority.

4. The Contractor shall remain responsible for full performance of all obligations resulting from the Contract and all losses or damages for such period after the service has been completed as may be determined by the law of the Contract.

 

1. The Contracting Authority may, at its own volition, terminate the contract by serving due notice with advice of delivery according to the following conditions: after giving one calendar week's notice to the Contractor if the duration of the contract is less than 2 months, 2 calendar weeks' notice if the duration of the contract is less than 4 months and 6 calendar weeks' notice if the duration of the Contract is 4 months or more. The Contractor shall be entitled to appropriate payment corresponding to the part performance of the Contract and to reasonable and unavoidable demobilization costs.

2. The Contracting Authority may furthermore terminate the Contract in any case of breach of contract or where any of the reasons for termination specifically stated in these General Conditions, the Contract or its other annexes, apply.

3. The Contracting Authority may terminate the Contract with immediate effect in the event that the Contract has been signed after a restricted tender and either the Contractor has not complied with article 12 of the General Regulations for Tenders and Award of Service Contracts financed from Tacis Funds.

4. The Contracting Authority may terminate the Contract with immediate effect in the event that the Contractor is wound-up, whether voluntarily or involuntarily, a petition in bankruptcy is entered against it, settles or compounds with its creditors or has a receiver of its assets appointed, or sells or disposes of all - or substantially all - of its assets otherwise than for the purpose of a bona fide sale, reorganization, merger reconstruction, or amalgamation previously approved by the Contracting Authority in writing.

5. Such termination shall be without prejudice to any other rights of the Contractor or the Contracting Authority acquired under the Contract.

6. The Contractor's liability for delay in completion shall immediately cease when the Contracting Authority terminates the Contract without prejudice to any liability thereunder that may have already been incurred.

7. Upon termination of the Contract or when he has received notice thereof, the Contractor shall take immediate steps to bring the services to a close in a prompt and orderly manner and to reduce expenditure to a minimum.

 

1. Unless otherwise provided, the Contractor may, after giving due notice to the Contracting Authority, terminate the Contract if the Contracting Authority consistently fails to meet its obligations after repeated reminders.

2. Such termination shall be without prejudice to any other rights of the Contracting Authority or the Contractor acquired under the Contract.

3. In the event of such termination, the Contracting Authority shall pay the Contractor for the services rendered and additionally for any loss or injury the Contractor may have suffered. Such additional payment may not exceed 10% of the total value of the Contract.

 

1. Neither party shall be considered to be in default or in breach of his obligations under the Contract if the performance of such obligations is prevented by any circumstances of force majeure which arise after the date of notification of the award or the date when the Contract becomes effective, whichever is the earlier.

2. The term "force majeure", as used herein shall be construed according to Community Law as interpreted by the jurisprudence of the European Court of Justice. In order to rely upon force majeure, the Contractor or the Contracting Authority must show that they were unable to perform the relevant operations within the periods laid down, as a result of unusual circumstances outside their control, the consequences of which, in spite of the exercise of all due care on their part, they could not have avoided except at the cost of excessive sacrifice. Force majeure shall not include any event which is caused by the negligence or intentional action of a party to this Contract or such party's sub-contractors or agents or employees; nor shall force majeure include insufficiency of funds or failure to make any payments required hereunder.

3. A party effected by an event of force majeure shall take all reasonable measures to remove such party's inability to fulfill its obligations hereunder with a minimum of delay.

4. If either party considers that any circumstances of force majeure have occurred which may affect performance of his obligations, he shall promptly notify the other party, giving details of the nature, the probable duration and the likely effect of the circumstances. Unless otherwise directed, the Contractor shall continue to perform his obligations under the Contract as far as is reasonably practicable, and shall seek all reasonable alternative means for performance of his obligations which are not prevented by the force majeure event. The Contractor shall not put into effect such alternative means unless directed so to do.

5. During the period of his inability to perform the services as a result of an event of force majeure, the Contractor shall be entitled to be reimbursed only for additional costs reasonably and necessarily incurred by him during such period and for expenses in reactivating of the services after the end of the interruption period. The parties shall consult with each other with a view to agree on appropriate measures to be taken in the circumstances.

6. If circumstances of force majeure have occurred and continue for a period of 90 days then, either party shall be entitled to serve upon the other 30 days' notice to terminate the Contract. In consequence thereof, the parties shall be released from further performance of the Contract.

 

All texts of the Contract shall be construed according to the provisions and principles of the law of the European Community. For all matters not covered by the contract provisions, the performance of the Contract shall be governed by the law referred to in the Contract.

 

1. The legal duration of the Contract is stated in the Contract, and must be sufficiently long, as to cover all the working days.

2. The legal duration starts on the date on which the Contract takes effect. Unless otherwise provided, the Contract takes effect on the date it is signed by both parties.

 

The provisions of the Contract and the annexes thereto may be amended or supplemented only by means of a supplementary agreement signed by each of the parties or their duly authorized representatives.

All communications relating to the Contract shall be in writing.

All disputes arising out of, or however relating to, the Contract, shall be referred to the exclusive jurisdiction of the Courts of Brussels, Belgium, unless otherwise provided by the Contract.