The Israel Electric Corporation Ltd. Smart Meter System
March 2016
Smart Meter System
Annexure “A”
Terms and Conditions
THE ISRAEL ELECTRIC CORPORATION LTD.
PURCHASING DIVISION
TENDER & MARKET RESEARCH DEPT.
The Israel Electric Corporation Ltd. Smart Meter System
- i -
TABLE OF CONTENTS
Article # HEADING OF ARTICLE Page #
1 DEFINITIONS 1
2 CONTRACTOR'S DOCUMENTATION 3
3 QUALITY ASSURANCE, REVIEW, INSPECTION AND
TESTING
4
4 WARRANTY 5
5 CHANGES IN THE WORK AND EXERCISE OF
OPTIONS
8
6 PROJECT SCHEDULE 10
7 PROGRESS AND OTHER REPORTS 10
8 UPDATED VERSIONS OF EQUIPMENT AND
SOFTWARE
11
9 RESERVED 11
10 TIME 11
11 DELAYS IN DELIVERY AND FINAL ACCEPTANCE 11
12 RESERVED 12
13 DELIVERY 13
14 TITLE 13
15 RISK OF LOSS AND DAMAGE 14
16 INSURANCE 14
17 RIGHT TO USE WORK REQUIRING CORRECTION 16
18 INTERFERENCE WITH OPERATION 16
19 WORK SITE AND ACCESS 17
20 SAFETY 17
21 ON-SITE SERVICES 18
22 CONTRACTOR'S TEST EQUIPMENT 18
23 FINAL ACCEPTANCE 19
24 FOLLOW-ON SUPPORT 20
25 FORCE MAJEURE 21
26 COMMERCIAL/VAT INVOICES 23
27 PAYMENT 25
28 TAXES AND DUTIES 28
28A ANTI DUMPING LEVY 28
29 GUARANTEES 29
30 PERMITS AND LICENSES 31
31 ASSIGNMENT AND SUBCONTRACT 31
32 INDEMNITY 36
33 LIMITATION OF LIABILITY 36
34 PATENTS/COPYRIGHT 36
35 SUSPENSION 37
36 TERMINATION FOR DEFAULT 39
37 TERMINATION FOR CONVENIENCE OF THE
PURCHASER
41
The Israel Electric Corporation Ltd.
- b -
38 SETTLEMENT OF DISPUTES 43
39 WAIVER 39
40 SECRECY AND SECURITY 44
41 COMPLIANCE WITH LAWS. ORDINANCES, CODES
AND REGULATIONS
44
42 SEVERABILITY 45
43 LAW GOVERNING THE CONTRACT 45
44 NOTICES 45
FORM 1 CERTIFICATE OF MILESTONE ACHIEVEMENT 46
FORM 2 CERTIFICATE OF FINAL ACCEPTANCE 47
FORM 3 RESERVED
FORM 4 PURCHASER'S LETTER FOR CONTRACTOR'S
PERSONNEL
49
- 1 -
Contract No. ___________________
Revised for Contract ________, 2016
THE ISRAEL ELECTRIC CORPORATION LIMITED
TERMS AND CONDITIONS
FOR PURCHASE OF A SMART METER SYSTEM
March 2016
1. DEFINITIONS
1.1 The Contract consists of the Agreement, these Terms and Conditions,
the Specification, and any other Annexures specified in the Agreement.
1.2 Whenever the terms "approval", "as approved", "acceptable",
"satisfactory", "or equal" or other similar terms are used in any
specification, such terms shall, unless expressly stated, mean "as
approved, etc., by the Purchaser or its duly appointed representative".
1.3 The term "Work" or "Works" includes, unless the context clearly
indicates otherwise, all labor, methods, material, equipment, computer
software, intellectual property rights, documentation, training,
transportation and other facilities, services and Follow-on Support
which the Contractor is required to furnish in order to complete the
Contract and are normally considered part of the type of project
covered by the Contract, whether or not fully detailed in the drawings,
if any, or listed in detail in Annexure "B".
1.4 The term "Delivered Duty Paid" or "DDP" shall have the meaning
attributed to it in "Incoterms 2010" issued by the International
Chamber of Commerce as amended, from time to time.
1.5 The terms “Project”, “Basic Contract Price”, "Contract Price",
"Contractor", "Price for Services", "Purchaser", shall have the
meanings attributed to them in the Agreement.
1.6 The term "System" means that the integration of hardware, software,
data, and communications forms a functional unit performing user
designated tasks, all as specified in Annexure "B". For the removal of
doubt the System shall also include any options exercised under this
Contract.
1.7 The term "Software" shall mean computer programs, procedures, rules,
and the associated documentation and data pertaining to the operation,
maintenance and updating of the System.
- 2 -
1.8 The terms "Hardware"/"Equipment"/''Device"/"Components" shall
mean any physical element of the System.
1.9 The term "Installation" shall mean physical setup of System Hardware
and startup of system Software.
1.10 The term "Acceptance" shall mean the Purchaser's acknowledgment
that the System satisfies all specified requirements.
1.11 The terms "Inspection & Testing" (“I&T”) shall mean the procedures
for and the processes of exercising or evaluating the System and
implementation of such procedures and processes to verify that the
System, its Hardware and Software satisfy all specified requirements.
1.12 The term "On-Site Services" shall mean services to be furnished by the
Contractor at Purchaser's premises. These services shall be divided into
two categories:
(i) Services to be provided as required by the Contract in the
performance of installation, acceptance, training, testing,
maintenance, warranty, and project management.
(ii) Services to be provided, as requested by the Purchaser,
excluding the above, but including the options stated in article 4
of the Agreement (hereinafter "Optional On-Site Services").
1.13 The term "Final Acceptance" shall have the meaning assigned to it in
Article 23 herein.
1.14 The term "Sub-contractor" refers to the Subcontractors of the
Contractor.
1.15 The term "Work Site" shall be as described in Article 19 herein.
1.16 The term "Start-Up" shall mean the actions required to bring the
system at the Work Site to the same state as it was upon successful
completion of Contractor's tests.
1.17 Reserved.
1.18 The term "Test Equipment and Tools" shall mean the devices, tools,
simulators, and computer programs used for testing the Hardware and
Software components of the System.
1.19 The term "Follow-On Support" shall mean maintenance and support
provided by Contractor, or under its responsibility subsequent to the
Warranty period.
1.20 The term "Documentation" shall mean all technical information,
drawings or documentation required in the Contract, including but not
- 3 -
limited to: drawings, analyses, Equipment certifications, data sheets,
inspection test reports, test records, quality plan, installation, operation,
maintenance and storage instructions or manuals, inspection and test
plan and all other specified and standard test reports;
2. CONTRACTOR'S DOCUMENTATION
2.1 Any Documentation required by the Purchaser for approval shall be
submitted by Contractor without unreasonable delay, and no work of
the Contractor affected thereby shall be started until the Purchaser's
written approval has been obtained.
2.2 The Purchaser shall not unreasonably delay any approval or comment
in respect of such Documentation. As far as practicable, each
Document shall bear a cross-reference note referring to the number or
numbers of the Purchaser's Documents showing the same work.
Purchaser's approval or conditional approval with comment signifies
permission to Contractor to proceed with the Work and indicates, but
does not warrant, that Purchaser has seen nothing in the Document at
variance with the Contract. Contractor's proceeding with the Work
prior to Purchaser's approval is at its own risk. Neither approval nor
conditional approval with comment shall relieve Contractor of any of
its responsibilities under the Contract.
2.3 Purchaser reserves the right, subject to any software licensing
restrictions, to reproduce any and all Documentation received from
Contractor under the Contract for Purchaser's use, notwithstanding any
notice to the contrary appearing on the Documentation.
2.4 The Contractor shall be responsible for any discrepancies, errors, or
omissions in the Documentation supplied by it, whether they have been
approved by the Purchaser or not.
2.5 The Contractor shall at its own expense carry out any alterations or
remedial work necessitated by reason of such discrepancies, errors, or
omissions and modify the Documentation accordingly. The
performance of its obligations under this Subarticle shall not relieve the
Contractor of its liability for delays in supplying the Documentation in
accordance with the specified dates insofar as such liability arises as a
result of any discrepancies, errors, or omissions.
2.6 The Purchaser shall be responsible for discrepancies, errors, and
omissions in drawings and information supplied by the Purchaser.
3. QUALITY ASSURANCE, REVIEW, INSPECTION AND TESTING
- 4 -
3.1 The Contractor and its Subcontractors shall provide and maintain a
program as will ensure that the quality of the Work will be in
accordance with Annexure "B".
3.2 The Contractor shall be responsible for ensuring that it’s
Subcontractors' quality assurance/quality control programs including
procedures, personnel qualifications, etc. are approved by the
Contractor and are consistent with the specified requirements imposed
by the Purchaser in Annexures “B”.
3.3 The Contractor shall implement the agreed I&T Plans at the times and
in the manner as specified in Annexure "B".
3.4 Purchaser shall have the right to inspect or observe the production,
inspection, or testing of the Work at any time and place including the
Contractor's facilities and those of its Subcontractors where the Work
is being produced. Contractor shall provide ample notification of when
each part of the Work will be ready for tests and inspections. The
witnessing of Contractor's tests and inspections by Purchaser shall not
relieve Contractor of any of its responsibilities or liabilities under the
Contract, nor be interpreted in any way as implying acceptance of the
Work.
3.5 In the event Contractor fails to provide Purchaser with reasonable
facilities and access for such inspection and testing and if in the
opinion of the Purchaser it is necessary to dismantle and/or rework the
System or part thereof for such inspection, then, in coordination with
Purchaser, the Contractor shall dismantle and reassemble the System or
part thereof, perform the rework and bear the expense thereof.
3.6 Contractor shall conduct at its responsibility and expense, all tests and
inspections required by the Contract. Contractor shall repair and
replace, without cost or delay, anything found defective by tests,
inspections and also conduct at its own responsibility and expense re-
inspection and re-testing to ensure that the errors have been corrected
and no additional errors have been introduced.
Any inspection required by statutory authority, governmental
regulation, or other similar authority of the codes or standards must be
carried out by Contractor under its responsibility and expense.
3.7 Purchaser may reject any part of the Work found to be defective or not
in accordance with the Contract, regardless of the stage of its
completion or the time or place of discovery of such errors or any other
errors, and regardless of whether Purchaser's inspector has previously
accepted it. Such inspection by Purchaser shall in no way relieve
Contractor from its obligation to furnish the Work in accordance with
the Contract. Nothing said herein, shall deprive the Purchaser, after
Final Acceptance, of any right, or recourse, other than rejection,
available to it, under the law, or equity.
- 5 -
4. WARRANTY
4.1 The Contractor warrants:
4.1.1 Materials and Equipment shall meet or exceed industry
standards as to quality, shall be new and unused in all cases,
and shall meet the performance and other requirements of the
Contract including Annexures "B";
4.1.2 Services shall be of a professional standard consistent with
good engineering practice and shall be rendered by
appropriately qualified personnel;
4.1.3 the Work and all parts thereof (including spare parts) shall be of
the kind and quality described in this Contract, and shall be fit
for the purpose for which it is supplied;
4.1.4 that there will be no systematic failures and design errors (all as
referred to in Annexure "B") in the System, its software,
hardware and design;
4.1.5 that the Software will contain the functionality and will
conform to the requirements specified in Annexure "B"; and
4.1.6 that the Software will operate on all the computers and
operating systems set out in Annexures "B", and on all
computers and operating systems which are upward compatible
with the computers and operating systems set out as aforesaid
4.2 Any part of the Work shall be considered defective or unsuitable if
among other things, it shall develop an undue amount of noise,
vibration, heating, deterioration, corrosion, strain, fatigue or wear
during the warranty period.
4.3 Contractor shall remedy (by no later than the time periods defined in
Annexure "B"), any portion of the Work, which within the warranty
period proves in any way defective as to design, material, workmanship
or skill or which was damaged due to errors or inaccurate written
instructions and/or Services rendered or otherwise not in accordance
with that warranted or unsuitable for the purposes specified in the
Contract. The Contractor shall correct (by repair, replacement or re-
performance) the defective portion of the Work, including, without
limitation, any required correction of erroneous design. Where Work
has to be replaced, such replacement shall be at the Purchaser's
premises.
After the Contractor has elected to repair or correct any part of the
Work more than twice, the Purchaser shall have the right to obligate
- 6 -
the Contractor (at the Contractors risk and expense) to replace such
portion of the Work - including, in the case of series failure (as
specified in paragraph 15.5.1 of Annexure B), replacement of all
identical items of the defective Work supplied.
The costs of remedy or replacement shall be at the Contractor's expense
and shall include all shipping costs, both to and from Contractor's
facility, and the appropriate technical advice and direction for removal
of the defective Work and installation of the corrected Work including
On-Site Services as required, except in the case of a series failure the
provisions specified in paragraph 15.5.1 in Annexure B will also apply.
4.4 Any correction or replacement of the Work performed pursuant to the
provisions of this Article shall be done on the same terms and
conditions as provided for herein for the supply of the Work.
The Contractor shall bear the cost of replacing Equipment and
reworking Software damaged by such repair, replacement or
modification.
4.5 The decision to repair or replace Equipment or to rework Software
shall be made with the concurrence of the Purchaser and shall, where
possible, be scheduled consistent with the Purchaser's operating
requirements.
4.6 If Contractor does not respond to Purchaser's request for warranty
assistance and begin and diligently continue to correct any such Work
within the time periods prescribed in Annexure "B", then the
Purchaser, after giving written notice to Contractor, may correct it at
Contractor's expense without prejudice to any other rights of the
Purchaser under this Contract or by law. Without derogating from such
rights, the Purchaser may execute such Work either by its own
workmen or by others and shall be entitled to retain and apply the
balance of any sum which may be otherwise due to the Contractor
under the Contract as may be necessary for the payment of the costs
and expenses incurred in the execution thereof.
4.7 The Warranty Period shall be as follows:
4.7.1 for Warranty in respect of meters, instrument current
transformers (CTs), data concentrators and associated
components, the period shall run for 3 years beginning at the
time of delivery of each deliverable.
In addition, Purchaser shall have an option to extend the
warranty period by a year at a time up to a maximum of 3 years
by giving notice of same to the Contractor by no later than 90
days after the expiration of the warranty period.
- 7 -
4.7.2 for Warranty in respect of software systems and associated
hardware, the period shall run for 1 year beginning at the time
of Final Acceptance of the System in respect of the software
and for 3 years beginning at the time of delivery in respect of
the hardware.
4.8 The above warranties shall also apply to any reworked Software,
repaired or replacement parts, commencing from the date of reworking,
repairing or replacement.
4.9 Without derogating from the provisions of Sub-article 4.7 above, the
warranty period on the Hardware or Software supplied under the
Contract shall be extended by a period equal to the period of duration
for which the Hardware or Software or any part thereof or any part
dependent thereon is out of operation due to the Contractor or any other
breach of that warranted herein.
4.10 The warranties set forth in this Contract are exclusive to Purchaser and
replace any other warranties which are disclaimed and excluded by the
Contractor.
5. CHANGES IN THE WORK AND EXERCISE OF OPTIONS
5.1 The Contractor shall not alter any of the Work except as directed in
writing by the Purchaser’s Purchasing Division, but the Purchaser
shall have full power, subject to the provisions hereinafter contained,
from time to time during the period of performance of the Contract, by
notice in writing (hereinafter referred to as a "Change Order") to direct
the Contractor to alter, amend, omit, delete, add to or otherwise vary
any of the Work, and the Contractor shall carry out such variations, and
be bound by the same conditions as far as applicable, as though the said
variations were originally stated in Annexures "B".
The Purchaser may also make changes in the quantity of parts of the
System (including Services) by way of exchanging certain items in the
scope for other items; provided however that the overall price of the
System shall remain unchanged or as otherwise agreed with the
Contractor.
5.2 In any case in which the Contractor has received a Change Order from
the Purchaser, Contractor is required to respond to Purchaser within 21
calendar days, or such time as Purchaser shall specify for a Change
Order. The Contractor shall, where necessary insert or delete the
necessary modifications in the Change Order, and shall include an
explanation of the impacts of the requested changes reflected in the
Change Order (as well as the Contractor's modifications to the Change
Order, if any).
- 8 -
5.3 The Change Order (including the Contractor's modifications, if any)
must cover the following items:
5.3.1 Cost, fully detailed (in the case of additional optional services
for software systems available during the course of the Project
and during the year of warranty, the cost shall be calculated
according to Work actually performed, in accordance with the
daily rate stipulated in Table 5 of Annexure “C1”);
5.3.2 Increase or decrease in Contract Price;
5.3.3 Schedule, fully detailed;
5.3.4 Changed date(s) of delivery, if any;
5.3.5 Substitution, spare memory, processor loading, input and output
devices and allowances;
5.3.6 The complement to hardware and software System
performance, spare capacities and testing;
5.3.7 Training, documentation and spare parts;
5.3.8 Other, to the extent they are affected.
5.4 The amount of the difference in the Contract Price payable by the
Purchaser shall be ascertained and determined in accordance with the
non-escalated and unadjusted base rates specified in the Contract
insofar as the same may be applicable, if any. Where rates are not
contained in the said Contract at such date or are not applicable, such
amounts shall be agreed between the Purchaser and the Contractor
having regard to Contractor's actual proven costs incurred, plus an
amount for reasonable profit. Upon reaching an agreement, Purchaser
shall issue the Change Order and the revised provisions of the Contract
shall enter into full force and effect. Failing such agreement, the above
amount shall be determined by arbitration in accordance with Article
38 hereof.
5.5 Any reasonable delay in the performance of the Contract resulting from
any variation in any part of the Work required by the Purchaser shall
not be deemed to be a breach of the Contract and shall extend the
performance time thereof if so notified by the Contractor to the
Purchaser prior to carrying out the Change Order.
5.6 Notwithstanding the provisions above, Contractor may initiate a
request for change. The procedure defined in the preceding paragraphs
shall be followed except that the Contractor shall prepare the initial
drafts of all Change Orders.
5.7 Exercise of Options
5.7.1 The Purchaser shall have the right to exercise any options by the
dates set forth in the Contract.
5.7.2 Purchaser shall provide Contractor with a “Notice of Exercise of
Option”, whereupon Contractor shall have fifteen (15) working
- 9 -
days to provide Purchaser with all additional data and
information required for the exercise of the option. Such
additional data and information shall not derogate from or in
any manner, alter or amend the option terms.
5.7.3 Upon finalization of all the details regarding the exercise of an
option, Purchaser shall issue a Change Order or supplementary
order.
6. PROJECT SCHEDULE
6.1 Contractor agrees to maintain and abide by the Project Schedule
forming part of Annexure "I" to the Contract. The Project Schedule
contains major milestones in the performance of the Contract by the
Contractor. The milestones set out therein shall be highlighted in the
Contractor's Progress Reports to be submitted in accordance with
Article 7 below.
6.2 In the event the Purchaser is of reasonable opinion that the Contractor
is unable to keep or maintain the Project Schedule set out in Annexure
"I" or its ability properly to perform the Contract is otherwise impaired
or likely to be impaired, the Purchaser may demand of the Contractor
by notice in writing that it supply reasonable assurances of due
performance to the satisfaction of the Purchaser, in addition to and
without derogating from the guarantees given under this Contract. If
within 15 days of the Contractor's receipt of the Purchaser's demand,
such assurances have not been supplied, such failure shall constitute a
breach of a fundamental term of the Contract.
7. PROGRESS AND OTHER REPORTS
7.1 Contractor shall submit to the Purchaser on or about the fifth of each
month a report stating the progress being made in fulfillment of this
Contract up to the last day of previous month.
7.2 The Progress Reports shall include all data relevant to the progress of
Work covering but not limited to the milestones set out in the Project
Schedule.
7.3 Form of Progress Reports.
The information to be reported shall be derived from the Project
Schedule (Annexure I) and shall be inserted in the reports relevant to
progress of the Work which shall be prepared based upon the PERT
Charts relating to all Work packages and tasks and shall be divided
into the following sections:
- 10 -
(1) Completed activities (in writing);
(2) On-going activities (in writing);
(3) Planned activities (in writing);
(4) GANTT chart showing all completed, ongoing and planned
activities time schedule vs. their contractual time schedule. The
GANTT and PERT diagrams shall include detailed steps,
critical path that may influence the final date, period of time for
each step, and the responsibility for execution of each step.
7.4 Notification of Delay.
In every case of delay or anticipated delay, from whatever cause, in
fulfillment of the Contract by the Contractor, which is likely to
postpone the Project Schedule milestone dates provided in the
Contract, the Contractor shall notify the Purchaser in writing within
seven days after Contractor becomes aware of the cause of the delay
and the changed date of delivery. Such notification, however, shall not
in any way absolve the Contractor from making every endeavor to
overcome the delay.
8. UPDATED VERSIONS OF EQUIPMENT AND SOFTWARE
Subject to the Contractor's compliance with the technical requirements of the
Contract, the Contractor shall provide the Purchaser with the most updated
versions of Equipment and/or Software available at the required contractual
delivery dates.
9. RESERVED
10. TIME
10.1 The Contractor shall comply with the schedule contained in Annexure
"I".
10.2 In the event of a failure of the System, due to a problem, error or
deficiency in, with or relating to the System itself for which the
Contractor is responsible, which either delays or which prevents
satisfactory Start Up or which delays the satisfactory completion of
Final Acceptance (as specified in Article 23 below) thereof, Contractor
shall be liable for liquidated damages, as set forth in Article 11 below.
11. DELAYS IN DELIVERY AND FINAL ACCEPTANCE
11.1 Delivery
- 11 -
Notwithstanding any notification of delay in fulfillment of the Contract
in the circumstances stated in Article 7.4 above, where the
contractually scheduled delivery as set forth in the Contract or any
Change Order, is delayed more than 10 days beyond the specified
delivery date/s (excluding delay/s for which the Contractor is not liable
under the Contract), the Contractor shall pay to the Purchaser, as
liquidated damages, 1% (one percent) of the Contract value of the
delayed goods per full week of delay in delivery.
Where the Contractor has been required to supply a sample or
prototype prior to delivery of the goods and because of delay in the
delivery of the approved sample or prototype, delays are caused to the
delivery of the goods, the Contractor shall be liable for liquidated
damages for the period commencing from the contractually scheduled
delivery date of the sample or prototype, until the contractually
scheduled date of delivery of the goods in respect of which the
prototype has been requested at the rate of one percent (1%) of the total
value (100%) of the goods under the Contract/Order, in respect of
which the prototype, has been requested, per full week of delay.
The Contractor, however, shall not be liable under this Sub-article 11.1
to pay liquidated damages as aforesaid exceeding 10% (ten percent) of
the Contract Price specified in the Agreement.
11.2 Final Acceptance
In addition to the provisions of Sub-article 11.1 above, where the
parties have mutually agreed upon the contractual Project Schedule for
the Final Acceptance as defined in Sub-article 23.1 below, in the event
the contractually scheduled Final Acceptance as agreed between the
parties or by any Change Order, is delayed, the Contractor shall pay to
the Purchaser, as liquidated damages, ½% (half of one percent) of the
Contract Price of the entire Work specified in the Agreement per full
week of delay in Final Acceptance.
The Contractor, however, shall not be liable under this Sub-article 11.2
to pay liquidated damages as aforesaid exceeding 10% (ten percent) of
the Contract Price specified in the Agreement.
11.3 Nothing in Sub-articles 11.1 and 11.2 shall relieve the Contractor of its
obligation to install the System, or relieve it of its obligation to cause
the System to operate as required by the date(s) set forth in the
Contract or as agreed between the parties. The provisions of this
Article shall in no way constitute an abrogation of the Purchaser's legal
rights and remedies in the event of a failure or delay in delivery and/or
Final Acceptance - in each case, in excess of the period for which
liquidated damages are payable.
11.4 Subject to the aforesaid, and provided that delivery is actually achieved
within 10 weeks of the scheduled date therefor and/or Final Acceptance
- 12 -
within 20 weeks of the scheduled date therefor, payment of liquidated
damages under Sub-article 11.1 and/or 11.2 shall constitute the sole
remedy and the Contractor's exclusive liability for it's delay in
completion of delivery and/or Final Acceptance, as the case may be.
11.5 In the event that the Contractor fails to make payment of the liquidated
damages referred to in Sub-articles 11.1 and/or 11.2 above within sixty
(60) days after the date of written demand therefor by the Purchaser,
the Contractor shall be deemed to be in breach of the Contract.
12. RESERVED
13. DELIVERY
13.1 Equipment, software and other deliverables supplied shall be delivered
to the Purchaser, Delivered Duty Paid (DDP) except for Israeli Value
Added Tax to the Purchaser's designated site(s) in accordance with the
provisions of Annexure “R”.
13.2 In the event Work or any part thereof has been furnished which is not
in substantial conformance with Annexure "B", and where the
Purchaser has notified the Contractor of such non conformance, then
delivery shall be deemed not to have been effected in respect of such
non conforming Work or part thereof.
14. TITLE
14.1 Equipment.
Title to the Equipment free and clear of all liens and encumbrances
shall pass to the Purchaser upon delivery DDP to Purchaser's
designated site(s) subject to the provisions of Article 13.2 above.
14.2 Software/Licenses
14.2.1 The Contractor shall obtain for the Purchaser and/or provide to
the Purchaser perpetual software and firmware licenses for all
the Contractor and third party software supplied under this
Contract, such software having been supplied on a fully paid-up
basis. These licenses shall survive adaptation of the Work.
14.2.2 It is agreed that Purchaser may use the software at no increased
charge on all and any computer models and operating systems
owned and/or operated by Purchaser at any site where
Purchaser conducts its operations and business, and to make
such copies as it deems necessary for back-up purposes. For the
removal of doubt, it is expressly stated that Purchaser may not
make any of the software available to any third parties (except
- 13 -
to contractors performing services for Purchaser in connection
with Purchaser's business and operations).
14.2.3 There shall be no restrictions on Purchaser's rights to use,
modify, expand, add to, or in any way adapt the software or any
portion of it to best suit Purchaser's needs as determined by
Purchaser at any time following the end of the warranty period.
If Purchaser elects to make changes to the Work during the
warranty period, the effect on the warranty shall be mutually
agreed.
14.2.4 The Purchaser shall have the right under the licenses to add
hardware or software from vendors (whether or not they have
previously supplied hardware or software for the Project) or to
interface the hardware and software supplied with other systems
operated by the Purchaser. In such event the Purchaser shall
provide the vendors with documentation of the system as
required. Purchaser has the further right to use the Work, with
or without additions, for purposes not contemplated at the date
of execution of the Contract and not described herein.
15. RISK OF LOSS OR DAMAGE
15.1 Prior to Installation.
Until delivered to Purchaser at the designated delivery place as
provided in Article 13 above, the Equipment (and software) shall be at
Contractor's risk, and if any loss of or damage to the Equipment (and
software) occurs prior to such delivery, Contractor shall, without cost
to Purchaser, promptly make all repairs or replacements necessary to
place the Work in the condition required by the Contract.
15.2 During commencement of and during Installation of the software
systems and associated hardware, Start-Up and testing.
Until the completion of Final Acceptance, the Contractor shall bear
responsibility for loss or damage to the Equipment (and software)
during the installation of the software systems and associated hardware,
Start-Up and testing process. However, the Contractor shall not bear
responsibility for risk of loss or damage caused by an event of force
majeure occurring on Purchaser's Site(s).
15.3 Where the Contractor is responsible, the Contractor shall with due
diligence and dispatch replace the Work lost or damaged at its sole
expense.
15.4 At the request of Purchaser, the Contractor shall, at the expense of
Purchaser, promptly make all repairs or replacements due to any loss of
- 14 -
or damage to the Work for which the Contractor is not liable under the
terms of the Contract.
16. INSURANCE
The Contractor shall insure, on its, and/or its Subcontractors own account, their
liabilities under this Contract and any applicable law. Such insurance policies
shall be in force during the whole period of the Contract.
Without derogating from the generality of the aforesaid or from the
Contractor's obligations and those of its subcontractors under the Contract, the
Contractor shall provide and maintain insurance not less than that stipulated in
Annexure “L”.
17. RIGHT TO USE WORK REQUIRING CORRECTION
After the Work has been installed, if it, or any part thereof, or the process
performed thereby, should require correction, the Purchaser shall have the
right to use such Work or any part thereof until such time as it is convenient
for Purchaser at its discretion to remove the Work (or any part thereof) from
operation for correction. Such use shall not constitute Final Acceptance nor
shall it constitute a waiver of any of the Purchaser's rights under the Contract.
18. INTERFERENCE WITH OPERATION
18.1 Contractor shall not interfere with normal operation of Purchaser's
facilities or Equipment or the work of any other contractors or
subcontractors on the Work Site. The Contractor shall so notify
Purchaser in advance where it anticipates unavoidable interference.
Purchaser will in its discretion determine whether such interference is
unavoidable and will, if required, establish the necessary conditions
under which the interference will be permitted. Purchaser shall have
final determination of priorities in case of conflicts with the operations
of other persons on the Work Site.
18.2 Contractor shall not operate any of Purchaser's Equipment or control
devices or those of any other contractor or subcontractor on Purchaser's
premises except at the request of the Purchaser and where such
operation has been conducted with the permission, in the presence of
and under the supervision of the Purchaser.
19. WORK SITE AND ACCESS
Access to the Work Sites shall be agreed between the parties. In the event of
any disagreement, the Site access specified by the Purchaser shall be
determinative. The Work Sites shall include the areas in which the Contractor
is entitled to store its Equipment and the materials required for the execution
- 15 -
of the Work as well as those parts of Purchaser's facilities in which the
Equipment is located and other private property.
20. SAFETY
20.1 In the execution of the Work, the Contractor shall take all appropriate
measures for the care and safety of the Work and: (i) safeguard the
Work and everything connected therewith against any loss or damage
and (ii) take all necessary measures to prevent damage or injury to
person or property, insofar as such damage or injury is caused by the
Contractor, Subcontractor or its employees.
20.2 Without affecting the generality of the above, the Contractor shall
comply with the provisions of the Safety Appendix, Annexure “S” and
all instructions issued from time to time by the Purchaser or issued by
the competent authorities under the law or regulations in relation to the
safety of person or property on the Work Site and its surroundings. The
Contractor shall cooperate with the Purchaser in complying with all
mandatory safety measures, which in the Purchaser's opinion are
necessary.
20.3 The Contractor will be responsible for the safe execution of the Work
and the manner thereof and shall supply and maintain when and where
necessary all precautionary measures. No instruction or agreement of
the Purchaser shall relieve the Contractor of its obligations and
responsibility under this Article.
20.4 In the event that the Contractor fails to comply with the provisions of
this Article, the Purchaser shall be entitled to make such arrangements
at the expense of the Contractor and to deduct the costs thereof from
any sums due to the Contractor by the Purchaser.
20.5 The Contractor undertakes to accept the interpretation of the Purchaser
in regard to any law, regulation, order or instruction of the competent
authorities and/or the Purchaser in relation to work safety.
20.6 The Contractor shall be responsible for safeguarding and protecting the
software and Equipment for which it is responsible located at the Work
Site and in every case of damage thereto the Contractor shall at its own
expense, be obligated to make good the damage so caused.
21. ON-SITE SERVICES
21.1 On-Site Services for installation, Start-Up, warranty or repair as
detailed in Clause 3 of the Agreement (relating to the Basic Scope of
Work) and Follow-On Support Services (if any) as detailed in Clause 4
of the Agreement (relating to the options), shall be furnished by
Contractor on its account and are included in the Contract Price. Such
services shall be supplied within the periods prescribed in Annexure
- 16 -
"C1", or if not so prescribed, then with reasonable dispatch and shall be
rendered in a competent and diligent manner and in accordance with
the Contract, accepted industry practice and any applicable
professional standards.
21.2 Work performed by Contractor on the Work Site shall be scheduled in
accordance with Purchaser's normal daytime working hours and shall
take into account holidays as observed by the Purchaser. Any
exceptions must be approved by the Purchaser.
21.3 Working hours and days: the working hours and working days of
Contractor's personnel on the Work Site shall not exceed 8 hours per
day, plus a 1 hour lunch break, 5 days per week, Sunday through
Thursday.
21.4 Purchaser shall be entitled to request the Contractor to replace any of
its personnel considered by the Purchaser to be unsuitable for any
reasonable cause, and the transportation of such personnel from Israel
and of replacement personnel to Israel including other traveling and
living expenses en route and all baggage charges shall be at the
expense of the Contractor.
22. CONTRACTOR'S TEST EQUIPMENT
The cost of transportation of any test Equipment imported by the Contractor
for the purpose of the Work from factory to the Work Site in Israel and return
to factory and all other costs of importation and re-exportation are included in
the Contract Price.
23. FINAL ACCEPTANCE
23.1 Final Acceptance of the Work shall occur when the Contractor has
completed all its obligations (including, inter alia, all deliveries and
milestones, including the User Acceptance Tests and Operational
Acceptance Test and after Purchaser's receipt of all final
documentation reflecting all changes and corrections, including those
resulting from the Operational Acceptance Test and the User
Acceptance Tests).
23.2 Upon completion of Final Acceptance, the warranty for the software
systems and associated hardware detailed in Article 4 above shall
commence.
23.6 In the event the Final Acceptance is not achieved, Purchaser may
utilize any of its remedies under this Contract or by law.
23.7 If the results of the pertinent acceptance tests and all other
requirements are satisfied in accordance with the Contract, Purchaser
shall approve Final Acceptance and shall, upon Contractor's request in
- 17 -
writing, issue a Certificate of Final Acceptance (Form 2 attached
hereto). Approval by Purchaser of Final Acceptance shall not be
unreasonably withheld.
23.8 Final Acceptance and payment does not constitute a waiver by
Purchaser of any rights with respect to Contractor's continuing
obligations under the Contract.
24. FOLLOW-ON SUPPORT
24.1 Contractor agrees to supply additional optional Follow-On Support
(maintenance) for the software systems as specified in Annexure "B"
after the expiration of the warranty period provided in Article 4.7.2
hereof and to make these services available to Purchaser for a period of
a year at a time up to a maximum of 3 years from the expiration of the
said warranty period, by giving notice of same to the Contractor by no
later than the date of expiration of said warranty period.
24.2 Contractor shall provide evidence of the availability of parts required
for the maintenance and extension of the system supplied to the
Contractor by others for the period stipulated. Contractor shall
undertake to implement the following actions:
24.2.1 Provide parts for a period of 5 years after the delivery of the last
meter or data concentrator.
24.2.2 Ensure transfer to it of all necessary maintenance and
manufacturing documentation including the Source Code if
Subcontractor ceases operations or is otherwise unable to meet
its support, maintenance and spare-part obligations.
24.2.3 Contractor shall further agree that if a Subcontractor can no
longer fulfill its maintenance and spare part obligations,
Contractor shall provide or secure for Purchaser the necessary
parts and services.
24.2.4 Contractor shall also agree that should Contractor cease
operations or otherwise be unable to fulfill its maintenance and
spare-part obligation, Contractor will transfer all necessary
maintenance and manufacturing documentation and required
software and firmware including Source Code for its own
software and the above-mentioned agreements with
Subcontractors, to Purchaser so that Purchaser can provide for
itself or secure from a third party the necessary maintenance
services and spare parts.
25. FORCE MAJEURE
- 18 -
25.1 “Force Majeure” shall mean an event or circumstances beyond the
control of the parties, which:
25.1.1 could not have been prevented or avoided by said party by
reasonable foresight; and
25.1.2 occurred for reasons for which the parties were not responsible;
and
25.1.3 fundamentally changes the situation form that which existed at
the time of Signature of the Contract; and
25.1.4 makes it impossible for a party to perform any of its obligations
under the Contract.
Such event or circumstances shall include but shall not be limited to:
fire, flood or other natural disasters; acts or inactions of Governmental
authority; acts of terror or sabotage; war, invasion, act of foreign
enemy, whether war be declared or not, hostile action, civil war,
rebellion, piracy, civil strife, and/or general mobilization of military
reserves; strikes, labor sanctions and/or industrial disputes. For the
removal of doubt, lack of financial resources shall not constitute Force
Majeure.
25.2 Neither party affected by a Force Majeure shall be responsible to the
other for loss or damage due to such Force Majeure.
25.3 Upon becoming aware of the occurrence of any Force Majeure, the
party affected shall notify the other in writing by the fastest means
possible but not later than seven (7) days after becoming aware of the
Force Majeure, and the parties shall promptly thereafter consult with
one another for the purpose of finding a solution to the difficulties in
performing the Contract due to said Force Majeure.
25.4 Any delays resulting from any Force Majeure shall extend performance
time of that part of the Work so affected by the period of such delay, or
such other appropriate period as the Parties may agree upon in writing,
taking into consideration remobilization and other appropriate
arrangements.
25.5 For avoidance of doubt, the parties agree that:
25.5.1 security conditions in Israel similar to those existing at the time
of the Signature of the Contract shall not give rise to Force
Majeure relief;
25.5.2 the Contractor is entitled to a Force Major relief with respect to
any portion of the On Site Services, and to evacuate Israel at its
own cost and responsibility, in the event the government of
Contractor’s country and/or the government of the Contractor’s
- 19 -
relevant Non Israeli subcontractor has (after Signature of the
Contract) actually issued an order or recommendation to its
non-Israeli nationals to immediately evacuate Israel;
25.6 Notwithstanding the provisions of Sub-article 25.2 above, provided
that the Contractor has exerted reasonable efforts to mitigate the
impacts of the Force Majeure, the Contractor shall be compensated for
extra costs and expenses only for Force Majeure events affecting the
whole Country of Israel and/or the Site, to the extent that:
25.6.1 Equipment cannot be delivered as per agreed upon
delivery terms and must be stored prior to delivery;
and/or
25.6.2 Bank Guarantees provided by the Contractor should
be extended as detailed in Sub-article 29 below;
and/or
25.6.3 On Site Services are interrupted.
25.7 If due to Force Majeure it shall become impossible to perform the
Contract in whole or a substantial part thereof for a period in excess of
270 days in the aggregate, this Contract may be cancelled by either
party.
25.8 In the event of notice of cancellation of the Contract under Sub-article
25.7 above, or other material disagreements regarding the provisions of
this Article 25, the parties shall immediately consult with one another
for the purpose of agreeing upon the basis for settlement of respective
claims and obligations and shall try to reach an amicable agreement
between the parties, failing which the matter shall be subject to the
provisions of Article 38 below
26. COMMERCIAL/VAT INVOICES
26.1 General
26.1.1 The Contractor shall submit its invoices to the Purchaser for
payment in two (2) original copies addressed to:
The Purchasing Division, The Israel Electric Corporation Ltd.
3rd Floor, Head Office, 1 Netiv Ha'Or Str., South Haifa,
3508510 Israel,
Attention: Mr. Shlomo Zoashnin – Accounting Department
email address: [email protected].
26.1.2 Each invoice shall specify:
the date of the invoice,
the Contractor's reference number and invoice number
- 20 -
the Purchaser's Order number
and shall include a signed and witnessed statement by the
Contractor as follows:
"We hereby certify that this invoice is correct and true in all
respects and contains a true and full statement of the cost of the
goods and all charges thereon.
We further certify that, to the best of our knowledge, payment
in respect of this invoice has not previously been made".
26.2 Contractor shall attach to its invoice the appropriate form required for
payment (Form 1 or Form 2 (as applicable), attached to this Annexure
“A”) signed by the Contractor and duly approved and countersigned by
the Purchaser;
26.3 The Contractor shall be entitled to submit the invoices for payment:
26.3.1 by no earlier than the date specified in the Table of Payment
Milestones, Annexure C1;
26.3.2 by no earlier than the actual completion of the Milestone
26.3.3 by no later than 30 days after the date of completion of the
Milestone.
26.3A Invoices of Israeli Subcontractors:
Israeli Subcontractors shall invoice the Contractor for any payments
due under the Contract. The invoice shall be issued in the name of the
Contractor in such currency as agreed between the Contractor and the
Israeli Subcontractor, without Israeli VAT and shall state that the
Equipment or Services provided by the Israeli Subcontractor are "FOR
THE ISRAEL ELECTRIC CORPORATION LTD." The
Contractor shall ensure that the Purchaser receives one original copy of
the invoice.
The Israeli Subcontractor shall issue a second original VAT invoice to
the Purchaser containing only the amount of VAT to be paid by the
Purchaser to the VAT Authorities. The Israeli Subcontractor shall
attach an original copy of the invoice sent to the Contractor (without
VAT) to this second invoice and shall send an original copy of the
second VAT invoice to the Contractor.
26.4 The Purchaser shall, after receipt of the invoices, approve the invoices
and in the event of any discrepancies or non-approval, the Purchaser
shall notify the Contractor in writing within forty-five (45) days of
receipt of the invoice and instruct the Contractor to correct the
discrepancy. Any delay in Purchaser's payment due to discrepancies in
- 21 -
Contractor's invoices shall not be deemed to be a delay for which the
Purchaser is responsible.
27. PAYMENT
27.1 Method of Payment
27.1.1. Non Financed Contract
27.1.1.1 Unless otherwise agreed between the parties, payment of all
sums due under the Contract shall be effected by way of direct
payment to Contractor's designated bank account.
Payment of VAT to Contractor's Israeli Subcontractors for
Israeli content and/or Services shall be effected in NIS by
direct payment to the Contractor, by direct bank transfer to the
Contractor’s Israeli Subcontractor’s designated bank account.
27.1.1.2 All payments shall be conditioned upon Purchaser's receipt of
the Contract duly executed, the performance guarantee
required under Article 29 below and receipt of the necessary
insurance certificates as stated in Annexure “L”.
27.1.1.3 The Basic Contract Price shall be paid as follows:
(i) in respect of meters, DC’s, CT’s and associated
components and services detailed in Table 2 of Annexure
“C1”, payment shall be made against delivery/performance;
(ii) in respect of software systems and associated hardware
detailed in Table 3 of Annexure “C1” and in respect of Project
services detailed in Table 4 of Annexure “C1”, payment
milestones have been selected that clearly identify the actual
status of the portion of the Work completed rather than
anticipated project progress schedules and payments shall be
made upon satisfactory completion of milestones as set out in
the Table of Payment Milestones, Annexure "C1", duly
approved by the Purchaser by way of Form 1 or Form 2, as
applicable, except for payment for Milestone 5 which shall be
withheld by the Purchaser as retention and shall only be paid
to the Contractor upon satisfactory completion of the relevant
warranty period.
Purchaser will not be required to approve a milestone payment
until all preceding milestones have been approved.
27.1.1.4 The price for Options shall be paid as follows:
- 22 -
(i) in respect of extended warranty as detailed in Table 5
of Annexure “C1”, payment shall be made quarterly in
advance upon commencement of each quarter of
extended warranty against receipt by Purchaser of a
down payment guarantee as specified in article 29
hereof.
(ii) In respect of Follow on Support (maintenance) for
software detailed in Table 5 of Annexure “C1”,
payment shall be made quarterly in arrears upon
satisfactory completion of the maintenance.
(iii) In respect of additional services for the software
systems specified in Table 5 of Annexure “C1”,
payment shall be made at the daily rates based on the
actual hours worked as recorded in Purchaser’s work
diary.
(iv) in respect of additional meters, CT’s, DC’s and
associated components detailed in Table 5 of
Annexure “C1”, payment shall be made against
delivery.
27.1.1.5 Reserved
27.1.1.6 Where a Change Order is issued, the Contract Price will be
changed as needed and the Milestone payments will be
adjusted by mutual agreement of Contractor and Purchaser.
27.1.2 Financed Contract
In case of financing, all sums eligible for financing duly paid by the
Purchaser to the Contractor as described in article 27.1.1, will be
reimbursed to the Purchaser through a Financing Institution.
27.2 Terms of Payment
For the basic scope of Work:
27.2.1 Payment for meters, DC’s and associated components and
services, detailed in Table 2 of Annexure “C1”, shall be made
on the 90th day after the 1st day of the month succeeding the
month in which equipment was delivered/service was
performed or the invoice was received, whichever is the later.
27.2.2 Payment for software systems and related hardware, detailed in
Table 3 of Annexure “C1” and for Project services, detailed in
Table 4 of Annexure “C1”, shall be made according to payment
milestones defined in the Table of Payment Milestones,
Annexure "C1" on the 90th day after the 1st day of the month
succeeding the month in which a milestone was achieved or the
- 23 -
invoice was received, whichever is the later, after receipt of
invoices and documents attached (as detailed in Article 26
above) .
27.2.3 For the Options:
(i) Payment for optional extended warranty as specified in
article 4.(a)(i) of the Agreement shall be made on the 90th day
after the 1st day of the month succeeding the month in which
each quarter of extended warranty commences or in which the
invoice was received, whichever is the later.
(ii) Payment for optional Follow on Support as stated in article
4.(a)(ii) of the Agreement, satisfactorily performed shall be
made on the 90th day after the 1st day of the month
succeeding the month in which it becomes due quarterly in
arrears or in which the invoice was received, whichever is the
later.
(iii) Payment for optional additional services as stated in
article 4.(a)(iii) of the Agreement shall be made as specified in
article 27.2.1 above.
(iv) Payment for optional additional meters, CTs, DC’s and
associated components as stated in article 4.(a)(iv) of the
Agreement shall be made as specified in article 27.2.1 above.
27.4 Reserved
27.5 Deduction of Income Tax from Source
27.5.1 Consistent with the provisions of Subarticle 28.2 (Taxes and
Duties) detailed below, the Purchaser shall deduct corporate
income tax from source from the invoices of the Contractor
for services rendered, unless the Purchaser has received a
certificate of exemption (or partial exemption) in
accordance with the Israeli Income Tax Ordinance.
27.5.2 In the event the Contractor is a company or body registered
in a country which has a double taxation treaty with the
State of Israel and in the event income tax has been
deducted from source as above, then the Purchaser shall
furnish the Contractor with the certification as to amount
deducted for purpose of Contractor’s use in avoiding double
taxation.
27.6 Set-off
- 24 -
The Purchaser shall have the right to set-off from any sum under the
Contract due to the Contractor, such sum(s) as may be due and payable
to the Purchaser from the Contractor.
27.7 Certificates
No certificates given or payments made shall be considered as
conclusive evidence of the performance of the Contract, either wholly
or in part, nor shall any certificates or payment be construed as
acceptable of any defective or non-conforming part of the Work.
Acceptance by Contractor of final payment of the Contract Price shall
constitute a waiver by the Contractor of all claims against Purchaser.
28. TAXES AND DUTIES
28.1 Non Israeli Taxes and Duties.
The Contractor shall be responsible for all taxes, imposts or other
compulsory payments of Non-Israeli origin imposed on or in
connection with the Work.
28.2 Israeli Taxes and Duties.
Notwithstanding the use of the term "Delivered Duty Paid" in this
Contract, the Purchaser shall be responsible for all Israeli taxes, duties
or other compulsory payments, levies and customs, imposed by the
Israeli governmental authorities in connection with the Work,
excluding:
28.2.1 Contractor's Corporate and Service Personnel's Income Tax;
28.2.2 Income Tax due on the Israeli content;
which shall be Contractor’s sole responsibility.
28A. Anti Dumping Levy
28A.1 The Contractor declares that the prices specified in the Contract do not
constitute dumping according to Israeli Law.
28A.2 The Purchaser shall notify the Contractor promptly of any allegation of
dumping or of subsidy and the institution of proceedings or action
against it. The Contractor shall supply the Purchaser with all such
information and assistance to enable it to defend the suit.
28A.3 In the event the competent Israeli authorities determine that the prices
stipulated in the Contract constitute dumping prices and/or that the
prices are subsidized contrary to Israeli Law, and the Purchaser is
- 25 -
required, as a result thereof, to pay any anti dumping or subsidy duty or
any other assessment, levy, penalty, fine, obligation or payment, and
incur costs, expenses or fees (including legal fees), the Contractor shall
indemnify and hold the Purchaser harmless for such costs as shall be
imposed on or suffered by the Purchaser.
29. GUARANTEES
29.1. To secure the due, timely and complete performance by the
Contractor of its obligations under the Contract, and as a condition
precedent to Purchaser's making any payment to the Contractor
under Article 27 above, the Contractor shall, at its expense, within
thirty (30) days of the execution of the Contract, provide the
Purchaser with guarantees (one for the meters and associated
components and services and one for the software systems and
associated components and services) for the due performance of the
Contract (“Performance Guarantees”) in the form of a standby letter
of credit (“SBLC”) as per Annexure "E1", if provided by non-Israeli
banks, or in the form of an unconditional on-demand bank guarantee
if provided by a bank in Israel or an approved insurance company in
Israel as per Annexure "E2".
29.2 The Purchaser may draw on the Performance Guarantee/s in the
event the Contractor fails to remedy a breach of Contract or fails to
take such steps as are satisfactory to the Purchaser in order to
remedy same, after having been given ten (10) days prior written
notice of intent to draw on the guarantee/s.
29.3 The guarantees shall be:
29.3.1 given and maintained until their expiration by:
29.3.1.1 a First Class Non-Israeli Bank, as specified
in Annexure “Y” (as proposed by the
Contractor and approved by the Purchaser);
or
29.3.1.2 an Israeli Bank holding a banking license
received pursuant to the Banking Law
(Licensing) 5741-1981, confirmed by the
Purchaser; or
29.3.1.3 an Israeli insurance company as specified in
Annexure “Y” that has received a valid
license to issue guarantees from the Ministry
of Finance and which is approved by
Purchaser;
- 26 -
Guarantees provided by a bank outside of Israel shall be
advised through an Israeli bank, also to be approved by
the Purchaser;
29.3.2 established with immediate effect, in an initial amount
equal to ten percent (10%) - not inclusive of VAT - of
the “Basic Contract Value” for one year, (being the
Basic Contract Value divided by the number of years in
the Basic Frame Contract Period) all as defined in
Annexure “Z”, in respect of the meters and associated
components and services plus the price of any options
exercised and ten percent (10%) - not inclusive of VAT -
of the contract value in respect of the software systems
and associated components and services plus the price of
any options exercised.
29.3.3 maintained in full force and effect until sixty (60) days
after the expiration of the relevant warranty period as
prescribed in Article 4.7. above and any extension
thereof in accordance with the Contract. In respect of the
meters and associated components and services, upon
receipt of the last delivery, the existing guarantee will be
exchanged/updated by a guarantee equivalent to 5% of
the value of the contract actually executed. 29.3.4 amended from time to time, but at least on a semi-annual
basis, to reflect the adjusted Contract Price due to the
issue of Change Orders, if any.
29.4 In addition, where the Purchaser is required by the terms of the
Contract to make payments prior to delivery/performance, such
payments shall be secured by a standby letter of credit in the form of
Annexure “F1” or “F2” attached hereto, as follows:
i) issued, or established by the Contractor, on its account, at a first
class bank, located in the Contractor’s country and advised
through an Israeli bank, both banks to be approved by
Purchaser and in accordance with the other provisions of article
29.3.1 above;
ii) issued or established against the receipt of the down payment,
in an amount, which is not less than that being drawn; Said
guarantee shall be amended from time to time to reflect the
adjusted Contract price, due to the issuance of Change Orders,
if any;
iii) valid until 60 days after scheduled or actual performance of the
last item of the service, whichever is the later (to be extended
upon the occurrence of any event of Force Majeure, or due to
- 27 -
any delay on account of the Contractor, or as a result of any
delay agreed to between the parties).
b) The Purchaser may draw on the down payment guarantee, in
the event that the Contractor fails to remedy a breach of
Contract, or fails to take such steps as are satisfactory to
Purchaser in order to remedy the same, after having been given
ten (10) days prior written notice of intent to draw on the
guarantee.
29.5 Any extension of guarantees required under this Article shall be made
at least ninety (90) days prior to the expiration of the then current
validity date. Any failure to extend the guarantees as aforesaid by no
later than sixty (60) days prior to such date shall constitute a breach of
this Article and the Purchaser shall be entitled to draw on the
guarantees in accordance with their terms.
29.6 Should any event of Force Majeure (as defined in Article 25
aforementioned) occur, the Contractor undertakes to extend the validity
of the guarantees from time to time by the period(s) for which the
Force Majeure subsisted and/or continues to subsist.
29.7 The costs of extending a guarantee shall be borne by the Contractor,
unless the Purchaser is obliged by the terms of the Contract to pay or
reimburse such costs to the Contractor. In the event of Force Majeure,
the costs of extension shall be borne by that Party which wishes to
claim such Force Majeure relief.
29.8 The Purchaser's right to draw on the guarantees given under this
Article may be exercised more than once and shall be in addition to
and not in derogation of the exercise by the Purchaser of any of its
other rights and remedies.
29.8 The Contractor shall, if required by Purchaser, supply a Parent
Company Guarantee in the form of Annexure "G" within thirty (30)
days of the execution of the Contract.
30. PERMITS VISAS AND LICENSES
30.1 The Contractor shall be responsible for obtaining on its account all
import, export and other permits/licenses required for the shipment,
delivery, installation and operation of the System and entry and work
permits (Visas) for Contractor's Non-Israeli personnel working in Israel
(and any renewals). The Contractor, on its account, undertakes as a
fundamental condition of the Contract to obtain all permits/licenses and
Type and other approvals required by the Israeli Ministry of
Communications, the Ministry of Environmental Protection, other
- 28 -
governmental ministries and/or local authorities, including any
renewals.
30.2 With regard to permits/ licenses for the System or parts thereof to be
obtained from the Israeli Ministry of Communications. The Contractor
undertakes to obtain the required permits/licenses within 40 days of the
signature of the Contract; failing which the Contractor undertakes to
exchange the Equipment with other equipment for which the required
permits/licenses have been received at no additional cost to the
Purchaser.
31. ASSIGNMENT AND SUBCONTRACT
31.1 Assignment
31.1.1 General
Neither party may assign the Contract or all or any of its rights
thereunder without first obtaining the other party's written
approval, which shall not be unreasonably withheld. Approval
may be conditioned upon terms, which if not met, shall render
any approval given null and void.
31.1.2 Assignment by Contractor
In the event the Contractor undergoes corporate or other
reorganization, whereby control therein passes to another entity,
e.g. purchase by another entity, formation of a joint venture or
where there is a change of corporate name, the Contractor shall
ensure that:
31.1.2.1 the new entity assumes all the obligations of the
Contractor under the Contract;
31.1.2.2 all guarantees issued under the Contract in the name
of the Contractor (and, where relevant, its parent
organizations) are reissued to the Purchaser in the
name of the new entity;
31.1.2.3 invoices are issued in the name of the new entity;
and
31.1.2.4 the Purchaser is supplied with all information as to
the reorganization, including:
31.1.2.4.1 the new entity (name, address, place of
registration, registration number,
shareholding etc.)
- 29 -
31.1.2.4.2 its financial standing,
31.1.2.4.3 its ability to fulfill the Contractor’s
obligations under the Contract; and
31.1.2.4.1 the change of relevant personnel
involved in administration of the
Contract (including the change of
Israeli representatives).
In any event of such corporate reorganization, the Contractor (if
it is still in existence) and the new entity shall be jointly and
severally responsible for the performance of the Contractor’s
obligations under this Contract.
31.1.3 Assignment by Purchaser
Without derogating from the generality of the aforesaid, the
Purchaser shall be entitled to assign or otherwise transfer its
rights and obligations under the Contract, in the event of any
change to the Purchaser's corporate entity, which is required
under any law, including under the Electricity Sector Law,
1996, or the Government Companies Law, 1975, and/or
pursuant to any decision of the Government of the State of
Israel. The Purchaser shall notify the Contractor of any such
assignment or transfer in writing in advance.
31.2 Subcontract
31.2.1 The Contractor may not subcontract nor otherwise delegate
performance of any part of the Work, without first obtaining the
other party's written approval, which shall not be unreasonably
withheld. Approval may be conditioned upon terms, which if
not met, shall render any approval given null and void.
No subcontract with a value exceeding US$ 50,000.00 shall be
entered into unless included in the subcontractor list, Annexure
"J". Each listing in the subcontractor list must show the name
and address of the subcontractor together with a description of
the extent and character of the portion of the Work to be done
by that subcontractor. Any change in subcontractors or change
in the extent and character of any subcontract must be submitted
for approval and, if approved, will be reflected by a change in
the subcontractor list.
31.2.2 In the event of subcontract of parts of the Work by Contractor
to a subcontractor, the request for approval shall contain the
name and address for each proposed new subcontractor as well
as a description of the portion of the Works to be performed by
such subcontractor.
- 30 -
31.2.3 Any of the subcontractors approved for a certain part of the
Work (whether as detailed in the Contract or upon special
request after its execution), may be awarded such part by the
Contractor provided that the Purchaser has been given written
notice thereof. Purchaser’s approval shall not relieve Contractor
from full responsibility for the due fulfillment of all obligations
under or pursuant to the Contract.
31.2.4 The Contractor acknowledges that it has the sole responsibility
for the performance of each subcontract.
31.2.5-6 Reserved
31.2.7 Contractor shall be responsible for the acts and omissions of all
subcontractors and of all persons employed by the
subcontractors. No approval of subcontractors by Purchaser
shall relieve the Contractor of any of the obligations of the
Contract, and Contractor shall remain responsible to Purchaser
as though no subcontract had been made.
31.2.8 If, for sufficient reason at any time during the progress of the
Work, Purchaser determines that any subcontractor is failing
to perform its portion of the Work in accordance with the
Contract, Purchaser, under the terms of Article 36 herein,
may notify Contractor that Contractor is to take immediate
steps to cancel that subcontract and to submit a new
subcontractor for approval. Any Work sublet by any
subcontractor shall also be subject to termination upon
written notification by Purchaser.
31.2.9 Contractor shall incorporate this Contract into all of its
subcontracts so that every subcontractor shall be bound by
the terms of the Contract as far as it is applicable to the
subcontractor's performance of the Work.
31.2.10 Notwithstanding the provisions of Sub-article 31.2.6 above,
the Contractor acknowledges that sole responsibility for the
performance of each and every subcontract remains
incumbent upon it. If in the opinion of the Purchaser,
reasonably exercised, the Subcontractor fails to perform the
Subcontract, and if after having been requested by the
Purchaser to take steps to enforce such Subcontract, the
Contractor fails so to do within a reasonable time of such
request, the Purchaser may, as Beneficiary, and on the
account of the Contractor, take such action against the
Subcontractor as it deems fit.
31.2.11 Notwithstanding the provisions of Sub-articles 31.2.3 and
31.2.7 above, should the Subcontractor make any claim
- 31 -
against the Purchaser the Contractor undertakes to indemnify
the Purchaser for any sum, whether capital, costs, interest or
otherwise which the Purchaser may be called upon to pay on
the Contractor's behalf.
31.2.12 As the Contractor is the team leader of subcontractors each
of which possesses expertise in (a) particular field(s) of
Smart Meter systems, the Contractor shall ensure that:
The Purchaser shall, in the presence of or in co-
ordination with the Contractor, have access to the
individual subcontractor leading experts for matters of
consultation or for assistance in connection with the
Work;
Any change of subcontractors approved by the Purchaser
shall be done in consultation with the Purchaser and shall
be no less beneficial to the Purchaser than the
subcontractor who has been changed.
In the event the Purchaser wishes to purchase additional
meters, the Contractor undertakes to ensure that the
Purchaser shall have the unrestricted right to acquire
such additional meters independently.
32. INDEMNITY
The Contractor shall indemnify and hold the Purchaser harmless in respect of
any claims, losses, damages, costs and expenses including attorney's fees and
costs of defense arising or alleged to arise from (i) personal injury to or death
of any person whomsoever, and (ii) any damage to or loss of property or error
or defect in the Work, insofar as such injury, death, damage error or defect or
loss is due to any act, error, omission or default of the Contractor, its servants
or agents, or anyone directly or indirectly employed by it, or anyone whose
acts or any of them may be liable, regardless of whether or not it is caused or
alleged to have been caused in part by Purchaser, or another party, or arising
out of or in connection with the Work being performed by them.
33. LIMITATIONS OF LIABILITY
33.1 The Contractor shall not be liable to the Purchaser for any
consequential loss or indirect damage under this Contract.
33.2 Excluding Contractor’s liability to third parties which is not limited by
this Contact, the Contractor's maximum liability to the Purchaser under
this Contract shall be limited to the Contract Price defined in Clause 6
of the Agreement.
- 32 -
34. PATENTS/COPYRIGHT
34.1 The Contractor warrants that no patent, copyright, registered design or
other intellectual property right will be infringed in the manufacture or
supply of the Work or in the use of or derivation of benefit from such
Work by the Purchaser.
34.2 Contractor shall, on its account, pay all royalties and license fees which
may be payable in respect of the Work or any part thereof.
34.3.1 Should an action for infringement be instituted or a claim in
respect thereof asserted, the Contractor shall at its own expense defend
all suits or proceedings instituted against Purchaser for the
infringement of any patent rights, copyright, or other intellectual
property right, provided that, Purchaser gives the Contractor
reasonable notice in writing of the institution of any such suit or
proceedings, permits it to defend them and gives it all such
information, assistance and authority as shall be necessary to enable it
to do so.
Contractor shall save Purchaser harmless against and shall pay all
awards of damages assessed and all costs of suit adjudged against
Purchaser in such suits or proceedings.
34.3.2 In case any part of the Work is held in any such suit to constitute
infringement and its use is enjoined, Contractor shall, within a
reasonable time and at its cost either:
34.3.2.1 secure for Purchaser the perpetual right to continue the
use of such part of the Work by procuring for Purchaser
a royalty-free license or such other free permission as
will enable Contractor to secure the suspension of any
injunction, or
34.3.2.2 replace such part of the Work with an adequate non-
infringing part or modify it so that it becomes non-
infringing without affecting the performance and other
qualities agreed upon.
34.3.3 Purchaser's rights and protection shall survive the Contract.
35. SUSPENSION
35.1 Purchaser may, at any time and at its sole option, suspend all or any
portions of the Work to be performed under this Contract by providing
ten calendar days written notice to the Contractor.
35.2 Upon receipt of any such notice, Contractor shall respond as follows:
- 33 -
35.2.1 Immediately discontinue the Work on the date and to the
extent specified in the notice.
35.2.2 Place no further orders or subcontracts for materials,
services, or facilities with respect to the suspended portion of
the Work, other than to the extent required in the notice.
35.2.3 Promptly make every reasonable effort to obtain suspension,
upon terms satisfactory to the Purchaser, of all orders,
subcontracts, and rental agreements to the extent that they
relate to performance of the portion of the Work suspended
by the notice.
35.2.4 Continue to protect and maintain the portion of the Work
already completed, including the portion of the Work
suspended hereunder, unless otherwise specifically stated in
the notice.
35.2.5 Continue to perform Contractor's obligations for the portions
of the Work not suspended.
35.3 As full compensation for such suspension, Contractor will be
reimbursed for the following costs, reasonably incurred, without
duplication of any item, to the extent that such costs directly result
from such suspension of Work:
35.3.1 A standby charge sufficient to compensate Contractor for
keeping (to the extent required in the notice) its organization
and Equipment committed to the Work on a standby status.
35.3.2 All reasonable costs associated with demobilization of
Contractor's facility, personnel and Equipment.
35.3.3 An equitable amount to reimburse the Contractor for the cost
of maintaining and protecting that portion of the Work upon
which activities have been suspended.
35.4 Upon receipt of notice to restart the suspended portion of the Work,
Contractor shall immediately resume performance on the suspended
portion of the Work to the extent required in the notice. Within 21
calendar days after receipt of notice to restart the suspended portion of
the Work, the Contractor shall submit a revised schedule for approval
by Purchaser. If, as a result of any suspension, the cost to Contractor of
subsequently performing the Work or the time required to do so is
changed, an equitable adjustment will be made. Any claim on the part
of Contractor for change in price or extension of time shall be made in
accordance with this Contract.
35.5 Suspension of the Work or any part thereof shall not exceed six months
unless otherwise agreed between the Parties.
- 34 -
36. TERMINATION FOR DEFAULT
36.1 Contractor may be considered to be in “default of the Contract” should
the Contractor, at any time act as follows:
36.1.1 Withdraw or announce an intention to withdraw from the
marketplace for work of the type called for under the Contract.
36.1.2 Refuse or neglect to supply sufficient engineers, programmers,
and other skilled personnel; acceptable materials or proper
quantity; or Equipment necessary in all cases, to perform the
Work hereunder.
36.1.3 Fail in any material respect to perform any portion of the Work
hereunder with promptness, diligence, or in accordance with all
of the provisions set forth herein and, in particular, in
accordance with the provisions of Article 30 (Permits, Visas &
Licenses) above and the Mandatory Requirements detailed in
Annexure B.
36.1.4 Make application to Court under any bankruptcy legislation or
be declared bankrupt or insolvent or go into liquidation,
voluntary or otherwise, or be placed under administration,
receivership, trusteeship, judicial management, or compound
with or make any arrangement with its creditors, or take or
suffer any similar action in consequence of debt or should
control and administration of the Contractor be removed from
the persons normally responsible therefor.
36.2 Upon the occurrence of any of the aforesaid events, the Contractor
shall be deemed to be in material breach of this Contract. The
Purchaser shall thereupon notify the Contractor. Upon receipt of
written notice of default, Contractor shall, at its own expense, preserve
all materials, software, documentation, Equipment, and the plant and
undertake immediate steps to remedy such default.
36.3 Should Contractor fail to remedy such default within 21 calendar days
after receipt of such written notice of default, Purchaser may, in
writing, forthwith terminate the Contract in whole or in part, without
further notice or warning and without prejudice to any of Purchaser's
rights to any other relief or remedy, including the right to draw on the
guarantees provided under the Contract or to claim for such damages as
it may suffer by reason of the breach.
36.4 Notwithstanding the provisions of Article 23.6 (Final Acceptance) and
31.2.8 (Subcontract) above, upon receipt of written notice of
termination, Contractor shall, at its own expense and for that portion of
- 35 -
the Work affected by any such termination, respond in the following
ways, as applicable:
36.4.1 Immediately discontinue the Work on the date and to the
extent specified in the notice.
36.4.2 Place no further orders or subcontracts for materials,
services, or facilities for the portion of the Work terminated.
36.4.3 Promptly terminate, upon terms satisfactory to Purchaser, all
orders, subcontracts, and rental agreements to the extent that
they relate to the performance of the portion of the Work
terminated. In terminating any such subcontracts, rental
agreements and orders, Purchaser shall not be liable with
respect to consequential, indirect losses or damages suffered
as a result of such termination of the Contract, including but
without limiting the generality of the foregoing, any sum
with respect to loss of profits or business opportunities,
under-utilization of manpower or facilities, occupancy of any
part of plant or facilities, etc.
36.4.4 Perform thereafter only such tasks as may be necessary to
preserve and protect the terminated portion of the Work in
progress and the materials and Equipment at Purchaser's sites
or in transit thereto.
36.4.5 Continue to fulfill Contractor's obligations with regard to the
Work not terminated.
36.4.6 Assist Purchaser in making an inventory of the Work at
Contractor's facility, en route to the Contractor's facility, en
route to the Purchaser, on order from its vendors, or parts of
the Work situated in any other place.
36.4.7 As directed by the Purchaser, assign to Purchaser any
subcontracts and rental agreements.
36.4.8 As directed by Purchaser, transfer to Purchaser possession
and title of hardware and appropriate licenses to software
and associated documentation.
36.5 In the event of such termination, Purchaser may complete the Work by
whatever method it deems expedient (including the hiring of another
contractor or contractors or Purchaser may itself provide any labor or
materials and perform any part of the Work). In such case, Contractor
shall not be entitled to receive any further payment until the Work is
completed. If the unpaid balance of Contractor's compensation
hereunder shall exceed the sum of the expense of completing the Work
plus compensation for Purchaser's additional managerial and
- 36 -
administrative costs and such other costs and damages as Purchaser
may suffer, such excess shall be paid to Contractor.
36.6 If such expense, compensation, costs, and direct damages shall exceed
such unpaid balance, Contractor and its sureties, if any, shall be liable
for and shall pay the excess to Purchaser. Nothing in this clause shall
require Purchaser to proceed with the Work, if Purchaser determines
that abandoning the Work is in Purchaser's best interests. Failure of
Purchaser to exercise any of its rights hereunder shall not excuse
Contractor from compliance with the provisions of the Contract nor
prejudice the rights of Purchaser to recover damages for default.
37. TERMINATION FOR CONVENIENCE OF THE PURCHASER
37.1 The Purchaser shall have the right to terminate the Contract, in whole
or in part, for its convenience after giving the Contractor seven (7)
working days written notice.
37.2 In the event of such termination, the Purchaser shall pay the
Contractor, termination charges as follows:
37.2.1 with respect to all Equipment shipped and Work completed
prior to the effective date of termination:
37.2.1.1 the Contract Price for such portion thereof as is
separately priced in the Contract; and
37.2.1.2 the direct actual proven incurred cost, plus an
amount for reasonable profit which shall not
exceed ten percent (10%) of the said costs, for
such portion thereof as is not separately priced in
the Contract;
37.2.2 with respect to raw materials, work in process and finished
goods not shipped:
37.2.2.1 the direct actual proven cost of the progress in the
Work, based on the prices set forth in the Contract
(including material, labor and overhead directly
attributable to same, as certified by the auditors of
the Contractor) plus reasonable profit which shall
not exceed ten percent (10%) of the said cost - less
salvage value;
37.2.2.1 reasonable cancellation charges assessed against
the Contractor by its vendors and subcontractors
but which shall in no event deviate from the
principles as to assessment of termination charges
- 37 -
as set out above and which shall not include any
profit of the Contractor with respect thereto.
37.3 In the event of such termination, the Contractor shall make all
reasonable efforts to minimize its costs and to use any materials or
equipment on hand as a result of such termination in the performance
of other contracts or otherwise to third parties, to the extent possible.
37.4 In presenting the charges claimed under this Article, the Contractor
shall reasonably substantiate the cost thereof. If, in the opinion of the
Contractor, the information necessary to substantiate the said costs is
proprietary, the financial records involved will be examined by the
Contractor's auditors or, at the option of the Purchaser, by such other
independent accounting firm as is acceptable to both parties.
37.5 It is expressly agreed between the parties that the Purchaser shall not
be required to pay to the Contractor, its vendors or subcontractors any
sum with respect to consequential, indirect losses or damages suffered
as a result of such termination of the Contract, including but without
limiting the generality of the foregoing, any sum with respect to loss of
profits or business opportunities, under-utilization of manpower or
facilities, occupancy of any part of plant or facilities, etc.
37.6 In the event that any amounts have been paid on account of the
Contract Price by the Purchaser and same exceed the amount of such
termination charges, such excess amount shall be refunded promptly to
the Purchaser. In the event that the amount of the termination charges
exceed the amount which has been paid on account of the Contract
Price by the Purchaser, then the Purchaser shall promptly pay the
Contractor the difference between the amount of such charges and the
amount previously paid.
38. SETTLEMENT OF DISPUTES
38.1 Both parties shall attempt to resolve their disputes pertaining to the
Contract amicably between themselves in the normal course of the
Contract administration. Should disputes not be resolved between the
parties in this manner, disputes shall be referred to senior management
for resolution.
38.2 Where the parties are still unable to resolve their disputes amicably,
either party may notify the other in writing of its intention to have the
dispute settled by arbitration and shall in the notification propose a
single neutral arbitrator.
38.3 In the event the Parties fail to agree upon the appointment of an
arbitrator within sixty (60) days of the date of the aforesaid
notification, either party may refer the appointment of the arbitrator to
- 38 -
the Chairman of the Israel Bar Association who shall appoint the
arbitrator and such appointment shall be binding upon both parties.
38.4 The arbitration shall be conducted in English in accordance with the
Arbitration Law 5728-1968 of Israel, and shall be held as promptly as
possible at such place in Israel as may be mutually agreed upon
between the parties and at such time(s) as the arbitrator may determine.
This Article constitutes an arbitration agreement of the parties as
defined in the aforesaid Arbitration Law. The decision of the arbitrator
shall constitute an award.
38.5 Neither party may refuse to perform or delay the performance of any
obligation under this Contract unless the arbitrator has made an order
which allows it to do so. Subject to the foregoing and until the final
decision of the arbitrator, this Contract will continue to be fully
performed by both parties.
39. WAIVER
The agreement of either of the parties to waive any of the conditions contained
in the Contract or to deviate from them in any particular case shall not
constitute a precedent nor shall such waiver be construed in any other case.
The failure of either party to exercise any of its rights granted to it under this
Contract shall not be construed as a waiver thereof.
40. SECRECY AND SECURITY
40.1 Subject to the provisions stated hereunder, the Contractor undertakes
to maintain the secrecy of all information received by it in its capacity
as Contractor in executing the Work including, all plans or other
documents relating to the Work. The Contractor shall refrain from any
act, which is likely to endanger the secrecy of the information received
by him. No information, plan or other document shall be delivered by
the Contractor to any person whatsoever except such person authorized
by the Purchaser for the purpose of fulfilling their functions.
40.2 The Contractor undertakes to safeguard the plans and documents in its
possession in a secure place, access to which shall be restricted to such
persons authorized by the Contractor. Upon the completion of the
perusal of the documents by the Contractor, or its use thereof, or on the
completion of the Works, whichever event occurs first, the plans and
documents shall be returned by the Contractor to the Purchaser.
40.3 The Purchaser shall supply the Contractor with entry permits for its
workers to enable them to enter the Purchaser's premises, and the
Contractor shall be responsible for the renewal of such permits to the
extent necessary and shall return them to the Purchaser when such
employees leave the Work.
- 39 -
40.4 The Contractor shall abide by any and all rules which the Purchaser
may have in effect or hereafter put into effect at the Work Site
pertaining to use of cameras and security procedures or requirements.
40.5 The Contractor shall fully comply with the provisions of Annexure K
(Security)
41. COMPLIANCE WITH LAWS, ORDINANCES, CODES AND
REGULATIONS
41.1 The Work performed by Contractor shall comply with the applicable
requirements of all laws, ordinances, codes and regulations of legally
constituted authorities having jurisdiction. Contractor shall obtain
certificates of compliance where required. If Contractor performs any
of the Work contrary to such laws, ordinances, codes and regulations,
Contractor shall bear any expense arising therefrom including the costs
to bring the Work into compliance.
41.2 Cost increases on account of any changes in the Specification/Contract,
due to changes in the Israeli Law, shall be treated as change orders and
shall be governed by Article 5 above, provided, however, that any such
cost increases, which, in the aggregate, exceed 20% of the Contract
Price, shall entitle the Purchaser to terminate the Contract. Such
termination shall not be considered a breach of contract.
41.3 In the event that there shall be, during the Contract period, any changes
in Israeli Laws, which shall increase the Contractor’s overall costs of
performance, then:
41.3.1 If the cost increase is up to 5% of the Contract Price, such cost
shall be borne by the Contractor;
41.3.2 If the cost increase is between 5% and 10%, then the Purchaser
shall bear the increase from 5% to 10% and any cost increase in
excess of 10% shall be borne equally by the Purchaser and the
Contractor.
41.4 Contractor shall fully comply with the provisions of Annexure “V”
throughout the duration of the Contract.
42. SEVERABILITY
Should one or more of the provisions contained in the Contract be determined
to be invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remainder of the Contract shall be unaffected. The
affected provision shall be amended or interpreted, if possible, so as to correct
the deficiency and give effect to the intent of the parties.
- 40 -
43. LAW GOVERNING CONTRACT
This Contract shall be governed by and construed in accordance with the laws
of Israel.
44. NOTICES
All notices hereunder shall be in writing and may be served upon Contractor
or its duly authorized representative or representatives at the address specified
in the Agreement or upon Purchaser addressed to The Israel Electric
Corporation Limited, Halechi Str, Bnei Brak, Israel, or to such other address
as may be shown in the contract documents and should be directed to the
attention of Mr. Miki Levy, Contract Manager, Marketing Division, National
Metering Unit. Either party may change its address for service of notices by
appropriate notice in accordance with the provisions hereof.
- 41 -
FORM 1
CERTIFICATE OF MILESTONE ACHIEVEMENT
WE (insert name and address of Contractor ) ________________________________)
HEREBY CERTIFY THAT THE FOLLOWING ITEMS CONSTITUTING
MILESTONE (insert Milestone Number and Description ) HAVE BEEN
DULY COMPLETED IN FULL COMPLIANCE WITH ALL THE
REQUIREMENTS STATED IN CONTRACT (insert Contract No. )
Annexure “C1”
Seq. No.
Item Description Comments
_______________________________ ________________________________
CONTRACTOR DATE
______________________________ ___________________
PURCHASER’ s REPRESENTATIVE DATE
- 42 -
FORM 2
CERTIFICATE OF FINAL ACCEPTANCE
WE (insert name and address of Contractor ) HEREBY
CERTIFY THAT THE SYSTEM(S) HEREINAFTER LISTED, HAVE
SUCCESSFULLY PASSED FINAL ACCEPTANCE, IN ACCORDANCE WITH
APPROVED PROCEDURES, MEET ALL THE REQUIREMENTS STATED IN
CONTRACT (insert Contract No )
System ID
according to Annexure “C1”
System Description System Serial No. Acceptance Test
Report No.
_________________________ __________________
CONTRACTOR DATE
PURCHASER’S SIGNATURE HEREINBELOW CONSTITUTES ACCEPTANCE
OF SAID SYSTEM(S)
_________________________ __________________
PURCHASER DATE
![SMART ENERGY METER READING SYSTEM USING GSMdata.conferenceworld.in/GSMCOE/P210-223.pdf · SMART ENERGY METER READING SYSTEM USING GSM Chavan Pravin1, Dandge Mohini2 , ... (PLC) [3-4],](https://static.documents.pub/doc/80x56/5a9f00dc7f8b9a89178c2f17/smart-energy-meter-reading-system-using-energy-meter-reading-system-using-gsm-chavan.jpg)
