LIRA MUNICIPAL COUNCIL

FRAME WORK CONTRACT

Contract Agreement between Lira Municipal Council and M/S

Simba Automotives Ltd

Procurement Reference No: Lira 758/Spls/2020-2021/00004

For Supply of Motorycles, Bicycles and Tri-Cycles

Date 21st August 2020

Lira Municipal Council.

P. O. Box: 199, Obote Avenue plot. 5-6, Lira, Uganda
[email protected]
Part 3: Section 7 General Conditions of Contract

PART 3 - Contract
Section 7: General Conditions of Contract for the
Procurement of Supplies under framework

Table of Clauses
1. Definitions...............................................................................................................2
2. Contract Documents...............................................................................................3
3. Corrupt Practices...................................................................................................3
4. Interpretation..........................................................................................................4
5. Language.................................................................................................................5
6. Joint Venture, Consortium or Association...........................................................5
7. Eligibility.................................................................................................................5
8. Notices......................................................................................................................5
9. Governing Law.......................................................................................................6
10. Settlement of Disputes............................................................................................6
11. Scope of Supply.......................................................................................................6
12. Delivery and Documents........................................................................................6
13. Provider’s Responsibilities....................................................................................6
14. Procuring and Disposing Entity’s Responsibilities.............................................6
15. Contract Price.........................................................................................................7
16. Terms of Payment...................................................................................................7
18. Taxes and Duties.....................................................................................................7
19. Performance Security.............................................................................................8
20. Copyright.................................................................................................................8
21. Confidential Information.......................................................................................9
22. Subcontracting........................................................................................................9
23. Specifications and Standards...............................................................................10
24. Packing and Documents.......................................................................................10
25. Insurance...............................................................................................................10
26. Transportation......................................................................................................10
27. Inspections and Tests...........................................................................................11
28. Liquidated Damages.............................................................................................12
29. Warranty...............................................................................................................12
30. Patent Indemnity..................................................................................................12
31. Limitation of Liability..........................................................................................13
32. Change in Laws and Regulations........................................................................14
33. Force Majeure.......................................................................................................14
34. Change Orders and Contract Amendments......................................................14
35. Extensions of Time...............................................................................................15
36. Termination...........................................................................................................15
37. Assignment............................................................................................................16

Section 7: General Conditions of Contract

Part 3: Section 7 General Conditions of Contract

for the Procurement of Supplies

1. Definitions
The following words and expressions shall have the meanings hereby assigned to
them:
(a) “Completion” means the fulfilment of the Related Services by the Provider in
accordance with the terms and conditions set forth in the Contract.
(b) “Contract” means the Agreement entered into between the Procuring and Disposing
Entity and the Provider, together with the Contract Documents referred to therein,
including all attachments, appendices, and all documents incorporated by
reference therein.
(c) “Contract Documents” means the documents listed in the Agreement, including any
amendments thereto.
(d) “Contract Price” means the price payable to the Provider as specified in the
Agreement, subject to such additions and adjustments thereto or deductions there
from, as may be made pursuant to the Contract.
(e) “Day” means working day.
(f) “Delivery” means the transfer of the Supplies from the Provider to the Procuring
and Disposing Entity in accordance with the terms and conditions set forth in the
Contract.
(g) “Eligible Countries” means the countries and territories eligible as listed in the SCC.
(h) “GCC” means the General Conditions of Contract.
(i) “Procuring and Disposing Entity” means the entity purchasing the Supplies and
Related Services, as specified in the Agreement.
(j) “Provider” means the natural person, private or government entity, or a combination
of the above, whose bid to perform the Contract has been accepted by the
Procuring and Disposing Entity and is named as such in the Agreement, and
includes the legal successors or permitted assigns of the Provider.
(k) “Related Services” means the services incidental to the provision of Supplies, such
as insurance, installation, training and initial maintenance and other similar
obligations of the Provider under the Contract.
(l) “SCC” means the Special Conditions of Contract.
(m) “Subcontractor” means any natural person, private or government entity, or a
combination of the above, including its legal successors or permitted assigns, to
whom any part of the Supplies to be provided or execution of any part of the
Related Services is subcontracted by the Provider.
(n) “Supplies” means goods, raw materials, products, livestock, assets, land, equipment
or objects of any kind and description in solid, liquid or gaseous form, or in the
form of electricity, or intellectual and proprietary rights as well as works or
services incidental to the provision of such supplies where the value of such
works or services does not exceed the value of the supplies.
(o) “The Site,” where applicable, means the place named in the SCC.
(p) “Tribunal” means the Tribunal established under the Public Procurement and
Disposal of Public Assets Act, 2003.
2. Contract Documents
2.1 The documents forming the Contract shall be interpreted in the following order of
Part 3: Section 7 General Conditions of Contract

priority:
(a) Agreement,
(b) The Provider’s Bid, as amended by any clarifications,
(c) Special Conditions of Contract,
(d) General Conditions of Contract,
(e) Statement of Requirements,
(f) any other document listed in the SCC as forming part of the Contract.
2.2 Subject to the order of precedence set forth in Sub-Clause 2.1, all documents forming
the Contract (and all parts thereof) are intended to be correlative, complementary, and
mutually explanatory.
3. Corrupt Practices
3.1 It is the Government of Uganda’s policy to require that Procuring and Disposing Entities,
as well as Bidders and Providers under Government financed contracts, observe the highest
standard of ethics during the procurement and execution of such contracts. In pursuit of
this policy, the Government of Uganda:
(a) defines, for the purposes of this provision, the terms set forth below as follows:
(i) “corrupt practice” means the offering, giving, receiving, or soliciting, directly
or indirectly, of anything of value, to influence the action of a public official
in the procurement process or in contract execution; and
(ii) “fraudulent practice” is any act or omission, including a misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to
obtain a financial or other benefit or to avoid an obligation;
(iii) “collusive practice” is an arrangement between two or more parties designed
to achieve an improper purpose, including to influence improperly the
actions of another party;
(iv)“coercive practice” is impairing or harming, or threatening to impair or harm,
directly or indirectly, any party or the property of the party to influence
improperly the actions of a party;
(b) will suspend a firm, either indefinitely or for a stated period of time, from being
awarded a Government funded contract if it at any time determines that the firm
has engaged in corrupt, fraudulent, collusive or coercive practices in competing
for, or in executing, a Government funded Contract.
3.2 The Provider shall permit the Government of Uganda to inspect the Provider’s
accounts and records relating to the performance of the Provider and to have them
audited by auditors appointed by the Government of Uganda, if so required by the
Government.
3.3 In pursuit of the policy defined in Sub-Clause 3.1, the Procuring and Disposing Entity
may terminate a Contract for Supplies if it at any time determines that corrupt,
fraudulent, collusive or coercive practices were engaged in by representatives of the
Procuring and Disposing Entity or of a Provider, during the procurement or the
execution of that contract, in accordance with GCC 36.1.
4. Interpretation
4.1 If the context so requires it, singular means plural and vice versa.
4.2 Incoterms
(a) Unless otherwise specified in the SCC, the meaning of any trade term and the rights
Part 3: Section 7 General Conditions of Contract

and obligations of parties there under shall be as prescribed by Incoterms.

(b) EXW, CIP, and other similar terms, shall be governed by the rules prescribed in the
edition of Incoterms, published by the International Chamber of Commerce as
specified in the SCC.
4.3 Entire Agreement
The Contract constitutes the entire agreement between the Procuring and Disposing
Entity and the Provider and supersedes all communications, negotiations and
agreements (whether written or oral) of parties with respect thereto made prior to the
date of Contract.
4.4 Amendment
No amendment or other variation of the Contract shall be valid unless it is in writing,
is dated, expressly refers to the Contract, and is signed by a duly authorised
representative of each party thereto.
4.5 Non-waiver
(a) Subject to GCC Sub-Clause 4.5(b) below, no relaxation, forbearance, delay, or
indulgence by either party in enforcing any of the terms and conditions of the
Contract or the granting of time by either party to the other shall prejudice, affect,
or restrict the rights of that party under the Contract, neither shall any waiver by
either party of any breach of Contract operate as waiver of any subsequent or
continuing breach of Contract.
(b) Any waiver of a party’s rights, powers, or remedies under the Contract must be in
writing, dated, and signed by an authorised representative of the party granting
such waiver, and must specify the right and the extent to which it is being waived.
4.6 Severability
If any provision or condition of the Contract is prohibited or rendered invalid or
unenforceable, such prohibition, invalidity or unenforceability shall not affect the
validity or enforceability of any other provisions and conditions of the Contract.
5. Language
5.1 The Contract as well as all correspondence and documents relating to the Contract
exchanged by the Provider and the Procuring and Disposing Entity, shall be written in
English unless specified otherwise in the SCC. Supporting documents and printed
literature that are part of the Contract may be in another language provided they are
accompanied by an accurate translation of the relevant passages in the language
specified, in which case, for purposes of interpretation of the Contract, this translation
shall govern.
5.2 The Provider shall bear all costs of translation to the governing language and all risks
of the accuracy of such translation.
6. Joint Venture, Consortium or Association
Unless otherwise specified in the SCC, if the Provider is a joint venture, consortium, or
association, all of the parties shall be jointly and severally liable to the Procuring and
Disposing Entity for the fulfilment of the provisions of the Contract and shall
designate one party to act as a leader with authority to bind the joint venture,
consortium, or association. The composition or the constitution of the joint venture,
consortium, or association shall not be altered without the prior consent of the
Procuring and Disposing Entity.
Part 3: Section 7 General Conditions of Contract

7. Eligibility
7.1 The Provider and its Subcontractors shall have the nationality of an eligible country.
A Provider or Subcontractor shall be deemed to have the nationality of a country if it is
a citizen or constituted, incorporated, or registered, and operates in conformity with the
provisions of the laws of that country.
7.2 All Supplies and Related Services to be supplied under the Contract shall have their
origin in Eligible Countries. For the purpose of this Clause, origin means the country
where the Supplies have been grown, mined, cultivated, produced, manufactured, or
processed, or through manufacture, processing, or assembly, another commercially
recognised article results that differs substantially in its basic characteristics from its
imported components.
8. Notices
8.1 Any notice given by one party to the other pursuant to the Contract shall be in writing
to the address specified in the SCC. The term “in writing” means communicated in
written form with proof of receipt.
8.2 A notice shall be effective when delivered or on the notice’s effective date, whichever
is later.
9. Governing Law
The Contract shall be governed by and interpreted in accordance with the laws of
Uganda unless otherwise specified in the SCC.
10. Settlement of Disputes
10.1 The Procuring and Disposing Entity and the Provider shall make every effort to
resolve amicably by direct informal negotiation any disagreement or dispute arising
between them under or in connection with the Contract.
10.2 If the parties fail to resolve such a dispute or difference by mutual consultation within
twenty-eight (28) days from the commencement of such consultation, either party may
require that the dispute be referred for resolution under the Arbitration and
Conciliation Act of Uganda Cap 4 or such other formal mechanism specified in the
SCC.
11. Scope of Supply
11.1 The Supplies and Related Services to be provided shall be as specified in the
Statement of Requirements.
11.2 The Supply shall include all such items not specifically mentioned in the Contract but
that can be reasonably inferred from the Contract as being required for attaining
Delivery and Completion of the Supplies and Related Services as if such items were
expressly mentioned in the Contract.
12. Delivery and Documents
Subject to GCC Sub-Clause 33.1, the Delivery of the Supplies and Completion of the
Related Services shall be in accordance with the Delivery and Completion Schedule
specified in the Statement of Requirements.
13. Provider’s Responsibilities
The Provider shall provide all the Supplies and Related Services included in the Scope
of Supply in accordance with GCC Clause 11, and the Delivery and Completion
Part 3: Section 7 General Conditions of Contract

Schedule, as per GCC Clause 12.

14. Procuring and Disposing Entity’s Responsibilities
14.1 Whenever the provision of Supplies and Related Services requires that the Provider
obtain permits, approvals, and import and other licenses from local public authorities
in Uganda, the Procuring and Disposing Entity shall, if so required by the Provider,
make its best effort to assist the Provider in complying with such requirements in a
timely and expeditious manner.
14.2 The Procuring and Disposing Entity shall pay all costs involved in the performance of
its responsibilities, in accordance with GCC Sub-Clause 14.1.
15. Contract Price
15.1 The Contract Price shall be as specified in the Agreement subject to any additions and
adjustments thereto, or deductions therefrom, as may be made pursuant to the
Contract.
15.2 Prices charged by the Provider for the Supplies delivered and the Related Services
performed under the Contract shall not vary from the prices quoted by the Provider in
its bid, with the exception of any price adjustments authorised in the SCC.
16. Terms of Payment
16.1 The Contract Price shall be paid as specified in the SCC.
16.2 The Provider’s request for payment shall be made to the Procuring and Disposing
Entity in writing, accompanied by invoices describing, as appropriate, the Supplies
delivered and Related Services performed, and by the documents submitted pursuant
to GCC Clause 12 and upon fulfilment of all the obligations stipulated in the Contract.
16.3 Unless otherwise specified in the SCC, payments shall be made promptly by the
Procuring and Disposing Entity, no later than thirty (30) days after submission of an
invoice or request for payment by the Provider, and its certification by the Procuring
and Disposing Entity. The Procuring and Disposing Entity shall certify or reject such
invoices or payment requests within five (5) days from receipt. Where such invoices
or payment requests are rejected, the Procuring and Disposing Entity shall advise the
Provider of the reasons for rejection.
16.4 The currency or currencies in which payments shall be made to the Provider under this
Contract shall be specified in the SCC.
17 Advance Payment Guarantee
17.1 Unless otherwise stated in the SCC, where any payment is made in advance of
delivery of any Supplies or Related Services, payment of the advance payment shall
be made against the provision by the Provider of a bank guarantee or an on demand
insurance bond with proof of re-insurance, for the same amount, and shall be valid
for the period stated in the SCC.
17.2 Should the advance payment guarantee cease to be valid and the Provider fails to re-
validate it, a deduction equal to the amount of the advance payment may be made by
the Procuring and Disposing Entity from future payments due to the Provider under
the contract.
17.3 If a Contract is terminated for any reason, the guarantee securing the advance may be
invoked in order to recover the balance of the advance still owed by the Provider.
18. Taxes and Duties
Part 3: Section 7 General Conditions of Contract

18.1 Except as otherwise specifically provided in the SCC, the Provider shall bear and pay
all taxes, import duties, and levies imposed on the Provider, by all municipal, state or
national government authorities, both within and outside Uganda, in connection with
the Supplies and Related Services to be supplied under the Contract.
18.2 Notwithstanding GCC Sub-Clause 18.1, and unless otherwise specified in the SCC,
the Procuring and Disposing Entity shall bear and promptly pay all taxes, import
duties, and levies imposed by law in Uganda on the Supplies and Related Services
when such Supplies and Related Services are supplied from and delivered or
completed outside Uganda.
18.3 If any tax exemptions, reductions, allowances or privileges may be available to the
Provider in Uganda, the Procuring and Disposing Entity shall use its best efforts to
enable the Provider to benefit from any such tax savings to the maximum allowable
extent.
18.4 For the purpose of the Contract, it is agreed that the Contract Price specified in the
Agreement is based on the taxes, duties, levies, and charges prevailing at the date
twenty-eight (28) days prior to the date of bid submission in Uganda (called “tax” in
this sub-clause). If any tax rates are increased or decreased, a new tax is introduced,
an existing tax is abolished, or any change in interpretation or application of any tax
occurs in the course of the performance of the Contract, which was or will be assessed
on the Provider, its Subcontractors, or their employees in connection with
performance of the Contract, an equitable adjustment to the Contract Price shall be
made to fully take into account any such change by addition to or reduction from the
Contract Price, as the case may be.
19. Performance Security
19.1 If so stated in the SCC, the Provider shall, within twenty-one (21) days of the
notification of contract award, provide a Performance Security for the due
performance of the Contract in the amount and currency specified in the SCC or in a
freely convertible currency acceptable to the Procuring and Disposing Entity.
19.2 The proceeds of the Performance Security shall be payable to the Procuring and
Disposing Entity as compensation for any loss resulting from the Provider’s failure to
complete its obligations under the Contract.
19.3 The Performance Security shall be in one of the forms stipulated by the Procuring and
Disposing Entity in the SCC, or in another form acceptable to the Procuring and
Disposing Entity.
19.4 The Performance Security shall be discharged by the Procuring and Disposing Entity
and returned to the Provider not later than twenty-eight (28) days following the date of
completion of the Provider’s performance obligations under the Contract, including
any warranty obligations, unless specified otherwise in the SCC.
20. Copyright
The copyright in all drawings, documents, and other materials containing data and
information furnished to the Procuring and Disposing Entity by the Provider herein
shall remain vested in the Provider, or, if they are furnished to the Procuring and
Disposing Entity directly or through the Provider by any third party, including
Providers of materials, the copyright in such materials shall remain vested in such
third party.
21. Confidential Information
Part 3: Section 7 General Conditions of Contract

21.1 The Procuring and Disposing Entity and the Provider shall keep confidential and shall
not, without the written consent of the other party hereto, divulge to any third party
any documents, data, or other information furnished directly or indirectly by the other
party hereto in connection with the Contract, whether such information has been
furnished prior to, during or following completion or termination of the Contract.
Notwithstanding the above, the Provider may furnish to its Subcontractor such
documents, data, and other information it receives from the Procuring and Disposing
Entity to the extent required for the Subcontractor to perform its work under the
Contract, in which event the Provider shall obtain from such Subcontractor an
undertaking of confidentiality similar to that imposed on the Provider under GCC
Clause 21.
21.2 The Procuring and Disposing Entity shall not use such documents, data, and other
information received from the Provider for any purposes unrelated to the contract.
Similarly, the Provider shall not use such documents, data, and other information
received from the Procuring and Disposing Entity for any purpose other than the
design, procurement, or other work and services required for the performance of the
Contract.
21.3 The obligation of a party under GCC Sub-Clauses 21.1 and 21.2 above, however, shall
not apply to information that:
(a) the Procuring and Disposing Entity or Provider need to share with any institution
participating in the financing of the Contract;
(b) now or hereafter enters the public domain through no fault of that party;
(c) can be proven to have been possessed by that party at the time of disclosure and
which was not previously obtained, directly or indirectly, from the other party; or
(d) otherwise lawfully becomes available to that party from a third party that has no
obligation of confidentiality.
21.4 The above provisions of GCC Clause 21 shall not in any way modify any undertaking
of confidentiality given by either of the parties hereto prior to the date of the Contract
in respect of the Supply or any part thereof.
21.5 The provisions of GCC Clause 21 shall survive completion or termination, for
whatever reason, of the Contract.
22. Subcontracting
22.1 The Provider shall notify the Procuring and Disposing Entity in writing of all
subcontracts awarded under the Contract if not already specified in the bid.
Subcontracting shall in no event relieve the Provider from any of its obligations,
duties, responsibilities, or liability under the Contract.
22.2 Subcontracts shall comply with the provisions of GCC Clauses 3 and 7.
23. Specifications and Standards
23.1 Technical Specifications and Drawings
(a) The Provider shall ensure that the Supplies and Related Services comply with the
technical specifications and other provisions of the Contract.
(b) The Provider shall be entitled to disclaim responsibility for any design, data,
drawing, specification or other document, or any modification thereof provided or
designed by or on behalf of the Procuring and Disposing Entity, by giving a
notice of such disclaimer to the Procuring and Disposing Entity.
Part 3: Section 7 General Conditions of Contract

(c) The Supplies and Related Services supplied under this Contract shall conform to the
standards mentioned in the Statement of Requirements and, when no applicable
standard is mentioned, the standard shall be equivalent or superior to the official
standards whose application is appropriate to the country of origin of the
Supplies.
23.2 Wherever references are made in the Contract to codes and standards in accordance
with which it shall be executed, the edition or the revised version of such codes and
standards shall be those specified in the Statement of Requirements. During Contract
execution, any changes in any such codes and standards shall be applied only after
approval by the Procuring and Disposing Entity and shall be treated in accordance
with GCC Clause 34.
24. Packing and Documents
24.1 The Provider shall provide such packing of the Supplies as is required to prevent their
damage or deterioration during transit to their final destination, as indicated in the
Contract. During transit, the packing shall be sufficient to withstand, without
limitation, rough handling and exposure to extreme temperatures, salt and
precipitation, and open storage. Packing case size and weights shall take into
consideration, where appropriate, the remoteness of the Supplies’ final destination and
the absence of heavy handling facilities at all points in transit.
24.2 The packing, marking, and documentation within and outside the packages shall
comply strictly with such special requirements as shall be expressly provided for in
the Contract, including additional requirements, if any, specified in the SCC, and in
any other instructions ordered by the Procuring and Disposing Entity.
25. Insurance
Unless otherwise specified in the SCC, the Supplies provided under the Contract shall
be fully insured, in a freely convertible currency from an eligible country, against loss
or damage incidental to manufacture or acquisition, transportation, storage, and
delivery, in accordance with the applicable Incoterm or in the manner specified in the
SCC.
26. Transportation
Responsibility for transportation of the Supplies shall be in accordance with the
Incoterm specified in the SCC.
27. Inspections and Tests
27.1 The Provider shall at its own expense and at no cost to the Procuring and Disposing
Entity carry out all such tests and/or inspections of the Supplies and Related Services
as are specified in the Statement of Requirements.
27.2 The inspections and tests may be conducted on the premises of the Provider or its
Subcontractor, at point of delivery, and/or at the Supplies’ final destination, or in
another place in Uganda as specified in the Statement of Requirements. Subject to
GCC Sub-Clause 27.3, if conducted on the premises of the Provider or its
Subcontractor, all reasonable facilities and assistance, including access to drawings
and production data, shall be furnished to the inspectors at no charge to the Procuring
and Disposing Entity.
27.3 The Procuring and Disposing Entity or its designated representative shall be entitled to
attend the tests and/or inspections referred to in GCC Sub-Clause 27.2, provided that
Part 3: Section 7 General Conditions of Contract

the Procuring and Disposing Entity bears all of its own costs and expenses incurred in
connection with such attendance including, but not limited to, all travelling and board
and lodging expenses.
27.4 Whenever the Provider is ready to carry out any such test and inspection, it shall give
a reasonable advance notice, including the place and time, to the Procuring and
Disposing Entity. The Provider shall obtain from any relevant third party or
manufacturer any necessary permission or consent to enable the Procuring and
Disposing Entity or its designated representative to attend the test and/or inspection.
27.5 The Procuring and Disposing Entity may require the Provider to carry out any test
and/or inspection not required by the Contract but deemed necessary to verify that the
characteristics and performance of the Supplies comply with the technical
specifications codes and standards under the Contract, provided that the Provider’s
reasonable costs and expenses incurred in the carrying out of such test and/or
inspection shall be added to the Contract Price. Further, if such test and/or inspection
impedes the progress of manufacturing and/or the Provider’s performance of its other
obligations under the Contract, due allowance will be made in respect of the Delivery
Dates and Completion Dates and the other obligations so affected.
27.6 The Provider shall provide the Procuring and Disposing Entity with a report of the
results of any such test and/or inspection.
27.7 The Procuring and Disposing Entity may reject any Supplies or any part thereof that
fail to pass any test and/or inspection or do not conform to the specifications. The
Provider shall either rectify or replace such rejected Supplies or parts thereof or make
alterations necessary to meet the specifications at no cost to the Procuring and
Disposing Entity, and shall repeat the test and/or inspection, at no cost to the
Procuring and Disposing Entity, upon giving a notice pursuant to GCC Sub-Clause
27.4.
27.8 The Provider agrees that neither the execution of a test and/or inspection of the
Supplies or any part thereof, nor the attendance by the Procuring and Disposing Entity
or its representative, nor the issue of any report pursuant to GCC Sub-Clause 27.6,
shall release the Provider from any warranties or other obligations under the Contract.
28. Liquidated Damages
If so stated in the SCC and except as provided under GCC Clause 33, if the Provider
fails to deliver any or all of the Supplies or perform the Related Services within the
period specified in the Contract, the Procuring and Disposing Entity may without
prejudice to all its other remedies under the Contract, deduct from the Contract Price,
as liquidated damages, a sum equivalent to the percentage specified in the SCC of the
Contract Price for each week or part thereof of delay until actual delivery or
performance, up to a maximum deduction of the percentage specified in those SCC.
Once the maximum is reached, the Procuring and Disposing Entity may terminate the
Contract pursuant to GCC Clause 36.
29. Warranty
29.1 The Provider warrants that all the Supplies are new, unused, and of the most recent or
current models, and that they incorporate all recent improvements in design and
materials, unless provided otherwise in the Contract.
29.2 Subject to GCC Sub-Clause 23.1, the Provider further warrants that the Supplies shall
be free from defects arising from any act or omission of the Provider or arising from
Part 3: Section 7 General Conditions of Contract

design, materials, and workmanship, under normal use in the conditions prevailing in
Uganda.
29.3 Unless otherwise specified in the SCC, the warranty shall remain valid for twelve (12)
months after the Supplies, or any portion thereof as the case may be, have been
delivered to and accepted at the final destination indicated in the SCC, or for eighteen
(18) months after the date of shipment or loading in the country of origin, whichever
period concludes earlier.
29.4 The Procuring and Disposing Entity shall give notice to the Provider stating the nature
of any such defects together with all available evidence thereof, promptly following
the discovery thereof. The Procuring and Disposing Entity shall afford all reasonable
opportunity for the Provider to inspect such defects.
29.5 Upon receipt of such notice, the Provider shall, within two weeks or such other period
specified in the SCC, expeditiously repair or replace the defective Supplies or parts
thereof, at no cost to the Procuring and Disposing Entity.
29.6 If having been notified, the Provider fails to remedy the defect within the period
specified in Sub-Clause 29.5, the Procuring and Disposing Entity may proceed to take
within a reasonable period such remedial action as may be necessary, at the Provider’s
risk and expense and without prejudice to any other rights which the Procuring and
Disposing Entity may have against the Provider under the Contract.
30. Patent Indemnity
30.1 The Provider shall, subject to the Procuring and Disposing Entity’s compliance with GCC
Sub-Clause 30.2, indemnify and hold harmless the Procuring and Disposing Entity and its
employees and officers from and against any and all suits, actions or administrative
proceedings, claims, demands, losses, damages, costs, and expenses of any nature,
including attorney’s fees and expenses, which the Procuring and Disposing Entity may
suffer as a result of any infringement or alleged infringement of any patent, utility model,
registered design, trademark, copyright, or other intellectual property right registered or
otherwise existing at the date of the Contract by reason of:
(a) the installation of the Supplies by the Provider or their use in Uganda or where
the Site is located; and
(b) the sale in any country of the products produced by the Supplies.
Such indemnity shall not cover any use of the Supplies or any part thereof other than
for the purpose indicated by or to be reasonably inferred from the Contract, neither
any infringement resulting from the use of the Supplies or any part thereof, or any
products produced thereby in association or combination with any other equipment,
plant, or materials not supplied by the Provider, pursuant to the Contract.
30.2 If any proceedings are brought or any claim is made against the Procuring and
Disposing Entity arising out of the matters referred to in GCC Sub-Clause 30.1, the
Procuring and Disposing Entity shall promptly give the Provider a notice thereof, and
the Provider may at its own expense and in the Procuring and Disposing Entity’s name
conduct such proceedings or claim and any negotiations for the settlement of any such
proceedings or claim.
30.3 If the Provider fails to notify the Procuring and Disposing Entity within twenty-eight
(28) days after receipt of such notice that it intends to conduct any such proceedings or
claim, then the Procuring and Disposing Entity shall be free to conduct the same on its
own behalf.
Part 3: Section 7 General Conditions of Contract

30.4 The Procuring and Disposing Entity shall, at the Provider’s request, afford all
available assistance to the Provider in conducting such proceedings or claim, and shall
be reimbursed by the Provider for all reasonable expenses incurred in so doing.
30.5 The Procuring and Disposing Entity shall indemnify and hold harmless the Provider
and its employees, officers, and Subcontractors from and against any and all suits,
actions or administrative proceedings, claims, demands, losses, damages, costs, and
expenses of any nature, including attorney’s fees and expenses, which the Provider
may suffer as a result of any infringement or alleged infringement of any patent, utility
model, registered design, trademark, copyright, or other intellectual property right
registered or otherwise existing at the date of the Contract arising out of or in
connection with any design, data, drawing, specification, or other documents or
materials provided or designed by or on behalf of the Procuring and Disposing Entity.
31. Limitation of Liability
Except in cases of gross negligence or wilful misconduct:
(a) neither party shall be liable to the other party for any indirect or consequential
loss or damage, loss of use, loss of production, or loss of profits or interest costs,
provided that this exclusion shall not apply to any obligation of the Provider to
pay liquidated damages to the Procuring and Disposing Entity; and
(b) the aggregate liability of the Provider to the Procuring and Disposing Entity,
whether under the Contract, in tort, or otherwise, shall not exceed the total
contract value or such other amount specified in the SCC, provided that this
limitation shall not apply to the cost of repairing or replacing defective
equipment, or to any obligation of the Provider to indemnify the Procuring and
Disposing Entity with respect to patent infringement.
32. Change in Laws and Regulations
Unless otherwise specified in the Contract, if after the date of the Bidding Document,
any law, regulation, ordinance, order or bylaw having the force of law is enacted,
promulgated, abrogated, or changed in Uganda or where the Site is located (which
shall be deemed to include any change in interpretation or application by the
competent authorities) that subsequently affects the Delivery Date and/or the Contract
Price, then such Delivery Date and/or Contract Price shall be correspondingly
increased or decreased, to the extent that the Provider has thereby been affected in the
performance of any of its obligations under the Contract. Notwithstanding the
foregoing, such additional or reduced cost shall not be separately paid or credited if
the same has already been accounted for in the price adjustment provisions where
applicable, in accordance with GCC Clause 15.
33. Force Majeure
33.1 The Provider shall not be liable for forfeiture of its Performance Security, liquidated
damages, or termination for default if and to the extent that its delay in performance or
other failure to perform its obligations under the Contract is the result of an event of
Force Majeure.
33.2 For purposes of this Clause, “Force Majeure” means an event or situation beyond the
control of the Provider that is not foreseeable, is unavoidable, and its origin is not due
to negligence or lack of care on the part of the Provider. Such events may include, but
not be limited to, acts of the Government of Uganda in its sovereign capacity, wars or
revolutions, fires, floods, epidemics, quarantine restrictions, and freight embargoes.
Part 3: Section 7 General Conditions of Contract

33.3 If a Force Majeure situation arises, the Provider shall promptly notify the Procuring
and Disposing Entity in writing of such condition and the cause thereof. Unless
otherwise directed by the Procuring and Disposing Entity in writing, the Provider shall
continue to perform its obligations under the Contract as far as is reasonably practical,
and shall seek all reasonable alternative means for performance not prevented by the
Force Majeure event.
34. Change Orders and Contract Amendments
34.1 The Procuring and Disposing Entity may at any time order the Provider through notice
in accordance with GCC Clause 8, to make changes within the general scope of the
Contract in any one or more of the following:
(a) drawings, designs, or specifications, where Supplies to be furnished under the
Contract are to be specifically manufactured for the Procuring and Disposing
Entity;
(b) the method of shipment or packing;
(c) the place of delivery; and
(d) the Related Services to be provided by the Provider.
34.2 If any such change causes an increase or decrease in the cost of, or the time required
for, the Provider’s performance of any provisions under the Contract, an equitable
adjustment shall be made in the Contract Price or in the Delivery/Completion
Schedule, or both, and the Contract shall accordingly be amended. Any claims by the
Provider for adjustment under this Clause must be asserted within twenty-eight (28)
days from the date of the Provider’s receipt of the Procuring and Disposing Entity’s
change order.
34.3 Prices to be charged by the Provider for any Related Services that might be needed but
which were not included in the Contract shall be agreed upon in advance by the parties
and shall not exceed the prevailing rates charged to other parties by the Provider for
similar services.
35. Extensions of Time
35.1 If at any time during performance of the Contract, the Provider or its subcontractors
should encounter conditions impeding timely delivery of the Supplies or completion
of Related Services pursuant to GCC Clause 12, the Provider shall promptly notify the
Procuring and Disposing Entity in writing of the delay, it’s likely duration, and its
cause. As soon as practicable after receipt of the Provider’s notice, the Procuring and
Disposing Entity shall evaluate the situation and may at its discretion extend the
Provider’s time for performance, in which case the extension shall be ratified by the
parties by amendment of the Contract.
35.2 Except in case of Force Majeure, as provided under GCC Clause 33, a delay by the
Provider in the performance of its Delivery and Completion obligations shall render
the Provider liable to the imposition of liquidated damages pursuant to GCC Clause
28, unless an extension of time is agreed upon, pursuant to GCC Sub-Clause 35.1.
36. Termination
36.1 The Procuring and Disposing Entity may, by not less than thirty days written notice of
termination to the Provider (except in the event listed in paragraph (f) below, for
which there shall be a written notice of not less than sixty days), such notice to be
given after the occurrence of any of the events specified in GCC Clause 36.1 (a) to (g),
terminate the Contract if:
Part 3: Section 7 General Conditions of Contract

(a) the Provider fails to remedy a failure in the performance of its obligations within
thirty days or within such other period agreed between the Parties in writing;
(b) the Provider becomes, or if any of the Provider’s members becomes, insolvent or
bankrupt or enters into any agreements with their creditors for relief of debt or
take advantage of any law for the benefit of debtors or go into liquidation or
receivership whether compulsory or voluntary other than for a reconstruction or
amalgamation;
(c) the Provider fails to comply with any final decision reached as a result of
arbitration proceedings pursuant to GCC Clause 10.2 hereof;
(d) the Provider submits to the Procuring and Disposing Entity a statement which
has a material effect on the rights, obligations or interests of the Procuring and
Disposing Entity and which the Procuring and Disposing Entity knows to be
false;
(e) the Provider is unable as the result of Force Majeure, to perform a material
portion of the Services for a period of not less than sixty days;
(f) the Procuring and Disposing Entity, in its sole discretion and for any reason
whatsoever, decides to terminate the Contract;
(g) the Provider, in the judgment of the Procuring and Disposing Entity, has engaged
in corrupt, fraudulent, collusive or coercive practices in competing for or in
executing the Contract; or
(h) where the Tribunal directs that a contract should be terminated.
36.2 The Provider may, by not less than thirty days written notice to the Procuring and
Disposing Entity, such notice to be given after the occurrence of any of the events
specified in GCC Clause 36.2 (a) to (d) terminate the Contract if:
(a) the Procuring and Disposing Entity is in material breach of its obligations
pursuant to the Contract and has not remedied the same within thirty days (or
such longer period as the Provider may have subsequently approved in writing)
following the receipt by the Procuring and Disposing Entity of the Provider’s
notice specifying such breach;
(b) the Provider is unable as the result of Force Majeure, to perform a material
portion of the Services for a period of not less than sixty days; or
(c) the Procuring and Disposing Entity fails to comply with any final decision
reached as a result of arbitration pursuant to GCC Clause 10.2 hereof.
36.3 If either Party disputes whether an event specified GCC Clauses 36.1 or GCC Clause
36.2 has occurred, such Party may, within thirty days after receipt of notice of
termination from the other Party, refer the matter to arbitration pursuant to GCC
Clause 10.2 and the Contract shall not be terminated on account of such event except
in accordance with the terms of any resulting arbitral award.
37. Assignment
Neither the Procuring and Disposing Entity nor the Provider shall assign, in whole or
in part, their obligations under this Contract, except with prior written consent of the
other party.
Part 3: Section 8 Special Conditions of Contract

Section 8: Special Conditions of Contract

The following Special Conditions of Contract (SCC) shall supplement the General Conditions of
Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the
GCC.

GCC clause Special Conditions

reference
The Procurement Reference Number is: Lira 758/Spls/2020-2021/00004
GCC 1(g) The Eligible Countries are those listed in Section 5 of the Bidding
Document.
GCC 2.1(f) The other documents forming part of the Contract are: Bid acceptance
letter, acceptance letter, the bid, delivery note, Goods received note,
consumption schedule
GCC 4.2 (b) The version of Incoterms shall be: Latest version
GCC 5.1 The language shall be: English.
GCC 6 The individuals or firms in a joint venture, consortium or association shall
be jointly and severally liable.
GCC 8.1 For notices, the Procuring and Disposing Entity’s address shall be:
Attention: The Head Procurement & Disposal Unit
Street Address: Obote Avenue
Floor/Room number: First floor Rm,2
Town/City: Lira
P. O. Box: 199,Lira
Country: Uganda
Telephone 0772428680
Facsimile number: ______________________
Electronic mail address: ______________________
For notices, the Provider’s address shall be:
Attention: Managing Director Maosam investments ltd
Street Address: Floor/Room number: ______________________
Town/City: Lira
P. O. Box: ,Lira
Country: Uganda
Telephone:
Facsimile number: ______________________
Electronic mail address: ______________________
GCC 9 The Governing law shall be the law of Uganda
GCC 10.2 The formal mechanism for the resolution of disputes shall be the
Arbitration and Conciliation Act, 2000 of Uganda.
Part 3: Section 8 Special Conditions of Contract

GCC clause Special Conditions

reference
GCC 12 The shipping and other documents to be furnished by the Provider are:
Delivery note, operation manual/literature, log book
The point of delivery shall be: Municipal stores

GCC 16.1 The structure of payments shall be: 100% after delivery
GCC 16.3 The payment period shall be: 30 days after payment request.
GCC 16.4 The currency(ies) for payments shall be: Uganda Shillings
GCC 17.1 An advance payment guarantee shall be required. N/A
The period of validity of the Advance Payment Guarantee shall be: N/A
GCC 18.1 The Provider shall be responsible for all taxes, import duties and levies
imposed on the Provider except for the following:
None
GCC 18.2 The Procuring and Disposing Entity shall not be responsible for any taxes.
GCC 19.1 A Performance Security shall not be required.
The amount of the Performance Security shall be: N/A
The currency shall be: N/A
GCC 19.3 The forms of acceptable Performance Securities are:
N/A
Discharge of the Performance Security shall take place:
_______________ N/A _______
GCC 24.2 The packing, marking and documentation within and outside the packages
shall be:
As directed by the employer
GCC 25 The insurance coverage shall be required:
Where insurance coverage is required, the supplies shall be insured 110%
of the total contract value.
GCC 26 The INCOTERMS shall be: Latest version
GCC 28
Liquidated Damages shall apply.
The liquidated damage shall be: 1% per week
The maximum amount of liquidated damages shall be: Ugx 500,000
GCC 29 Any supplies to be made shall be by use of Local Purchase Order as
authorising document as a call off order
Part 3: Section 8 Special Conditions of Contract

Agreement
For Frame work contracts
Procurement Reference No: Lira 758/Spls/2020-2021/00004
THIS AGREEMENT made the 21st day of August, 2020, between Lira Municipal Council of P.O Box
199, Lira. (Hereinafter “the Procuring and Disposing Entity”), on one part, and M/S Supply of
Motorycles, Bicycles and Tri-Cycles of P.O.Box 12813, Kampala (hereinafter” the provider”) of the
other part. WHEREAS the Procuring and Disposing Entity invited bids and accepted your bid for
Supply of Motorycles, Bicycles and Tri-Cycles 26th march 2021.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned
to them in the Contract referred to.
2. In consideration of the payments to be made by the Procuring and Disposing Entity to the Provider
as indicated in this Agreement, the Provider hereby covenants with the Procuring and Disposing
Entity to provide the Supplies and Related Services and to remedy defects therein in conformity in
all respects with the provisions of the Contract.
3. The Procuring and Disposing Entity hereby covenants to pay the Provider in consideration of the
provision of the Supplies and Related Services and the remedying of defects therein, the Contract
Price (as per call off order) or such other sum as may become payable under the provisions of the
Contract at the times and in the manner prescribed by the Contract.
IN WITNESS whereof the parties hereto have caused this Agreement to be executed in accordance with
the law specified in the Special Conditions of Contract on the day, month and year indicated above

Signed by ___________________________ (Lira Municipal Council)

Name: Kyasanku David Position: Town Clerk

Signed by _____________________________ (For: M/S Simba Automotives Ltd)

Name: _____________________________ Position: ___________________________

Witnessed by:

Signed by ___________________________
Name: ___________________________ Position: ______________________
Part 3: Section 8 Special Conditions of Contract