1

PROCUREMENT OF GOODS

SAMPLE CONTRACT DOCUMENT

For Procurement under COVID-19 Emergency Response

Operations

March 2020
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This document is subject to copyright.

This document may be used and reproduced for non-commercial purposes only. Any commercial
use, including without limitation reselling, charging to access, redistribute, or for derivative
works such as unofficial translations based on this document is not allowed.
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Preface
This sample contract document of Goods has been prepared for use in contracts financed by the
International Bank for Reconstruction and Development (IBRD) and the International
Development Association (IDA).1 The document is intended to support the procurement of
medical consumables and other necessary Goods under COVID-19 Emergency Response
Operations. The document is expected to be used where Purchasers enter into a direct
contract with a Supplier (e.g. as agreed with the Borrower, under Bank-facilitated
Procurement). The document may be modified, as appropriate, depending on the outcome
of contract negotiations.
To obtain further information on procurement under World Bank funded projects or for question
regarding the use of this SPD, contact:

Chief Procurement Officer

Standards, Procurement and Financial Management Department
The World Bank
1818 H Street, NW
Washington, D.C. 20433 U.S.A.
http://www.worldbank.org
e-mail: [email protected]

1
IBRD and IDA are generally called the World Bank. Since the procurement requirements for IBRD and IDA
are identical, “World Bank” in this SPD refers to both IBRD and IDA, and “loan” refers to either an IBRD loan
or an IDA credit.
 Contract for the supply of Goods and [Related Services
where included]

Ref No: [insert reference number]

Project: [insert name of project]
Purchaser: [insert the name of the Purchaser’s agency]
Country: [insert country]
Issued on: [insert date]
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Contract Agreement2
THIS AGREEMENT made the [ insert: number ] day of [ insert: month ], [ insert: year ].
BETWEEN
(1) [ insert complete name of Purchaser], a [ insert description of type of legal entity,
for example, an agency of the Ministry of .... of the Government of { insert name
of Country of Purchaser }, or corporation incorporated under the laws of { insert
name of Country of Purchaser } ] and having its principal place of business at
[ insert address of Purchaser ] (hereinafter called “the Purchaser”), of the one
part, and
(2) [ insert name of Supplier], a corporation incorporated under the laws of [ insert:
country of Supplier] and having its principal place of business at [ insert: address
of Supplier ] (hereinafter called “the Supplier”), of the other part :
The Purchaser and the Supplier agree as follows:

1. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in the Contract documents referred to.

2. The following documents shall be deemed to form and be read and construed as part of this
Agreement. This Agreement shall prevail over all other Contract documents.

(a) Minutes of Negotiations (if any)

(b) Conditions of Contract
(c) the Purchaser’s Requirements (including the Schedule of Requirements and
Technical Specifications)
(d) the completed Schedules (including Price Schedules)
(e) any other document listed as forming part of the Contract
3. In consideration of the payments to be made by the Purchaser to the Supplier as specified
in this Agreement, the Supplier hereby covenants with the Purchaser to provide the Goods
and [Related Services, if any] and to remedy defects therein in conformity in all respects
with the provisions of the Contract.

2
Within fifteen (15) days after contract signature or as soon as practicable thereafter, the Purchaser shall publish a
contract award notice on its website with free access if available or in a newspaper of national circulation or UNDB
online. The information shall include the name of the Supplier, the Contract Price, the Contract duration and a
summary of its scope.
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4. The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the
Goods and [Related Services, if any] and the remedying of defects therein, the Contract
Price 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 laws of [the Purchaser’s country, unless agreed otherwise]] on the day,
month and year indicated above.
[To facilitate this emergency procurement, if acceptable to the Purchaser and the Supplier,
electronic signature of the Contract Agreement such as using DocuSign is recommended.]

For and on behalf of the Purchaser:

Signed: [insert signature]

in the capacity of [insert title or other appropriate designation]

in the presence of [insert identification of official witness]

For and on behalf of the Supplier:

Signed: [insert signature of authorized representative(s) of the Supplier]

in the capacity of [insert title or other appropriate designation]

in the presence of [insert identification of official witness]

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Conditions of Contract
1. Definitions 1.1 The following words and expressions shall have the meanings
hereby assigned to them:
(a) “Bank” means the World Bank and refers to the
International Bank for Reconstruction and Development
(IBRD) or the International Development Association
(IDA).
(b) “CC” means the Conditions of Contract.
(c) “Contract” means the Contract Agreement entered into
between the Purchaser and the Supplier, together with the
Contract Documents referred to therein, including all
attachments, appendices, and all documents incorporated
by reference therein.
(d) “Contract Documents” means the documents listed in the
Contract Agreement, including any amendments thereto.
(e) “Contract Price” means the price payable to the Supplier
as specified in CC8.1, subject to such additions and
adjustments thereto or deductions therefrom, as may be
made pursuant to the Contract.
(f) “Day” means calendar day.
(g) “Completion” means the fulfillment of the Related
Services, as applicable, by the Supplier in accordance
with the terms and conditions set forth in the Contract.
(h) “CC” means the Conditions of Contract.
(i) “Goods” means all of the commodities, raw material,
machinery and equipment, and/or other materials that the
Supplier is required to supply to the Purchaser under the
Contract.
(j) “Party” means the Purchaser or the Contractor, as the
context requires, and “Parties” means both of them.
(k) “Purchaser” means the entity purchasing the Goods and
Related Services as applicable, as specified in CC 2.
(l) “Purchaser’s Country” is the country specified in the CC
2.
(m) “Related Services” means the services incidental to the
supply of the goods, such as insurance, installation,
training and initial maintenance and other such
obligations of the Supplier under the Contract, as
applicable.
(n) “Subcontractor” means any person, private or
government entity, or a combination of the above, to
whom any part of the Goods to be supplied or execution
of any part of the Related Services if applicable is
subcontracted by the Supplier.
(o) “Supplier” means the person, private or government entity,
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or a combination of the above, whose offer to perform the

Contract has been accepted by the Purchaser and is named
as such in the Contract Agreement.
(p) “The Project Site,” where applicable, means the place
named in the CC.
2. Purchaser, 2.1 The Purchaser is: [Insert complete legal name of the
Purchaser’s Purchaser]
Country, Project 2.2 The Purchaser’s Country is: [insert name of the Purchaser’s
Site/Final Country]
Destination 2.3 The Project Site(s)/Final Destination(s) is/are: [Insert name(s)
and detailed information on the location(s) of the site(s),
where applicable]
3. Incoterms 3.1 The edition of Incoterms that shall apply is: [insert date of
current edition]
4. Notices and 4.1 Any notice given by one Party to the other pursuant to the
Addresses for Contract shall be in writing to the address hereafter using the
notices quickest available method such as electronic mail with proof
of receipt.
A notice shall be effective when delivered or on the notice’s
effective date, whichever is later.

Address for notices to the Purchaser:

[insert the name of officer authorized to receive notices]
[title/position]
[department/work unit]
[address]
[Electronic mail address]
Address for notices to the Supplier:
[insert the name of officer authorized to receive notices]
[title/position]
[department/work unit]
[address]
[Electronic mail address]
5. Governing Law 5.1 The Contract shall be governed by and interpreted in
accordance with the laws of [state: “the Purchaser’s
Country”, unless any other law shall apply].
6. Settlement of 6.1 [“CC 6(a) shall be retained in the case of a Contract with a
Disputes foreign Supplier and CC 6 (b) shall be retained in the case of
a Contract with a national of the Purchaser’s Country.”]
(a) Contract with foreign Supplier:
[unless the Purchaser chooses the commercial arbitration
rules of another international arbitral institution, the
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following sample clause should be inserted:]

All disputes arising out of or in connection with the present
contract shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by
one or more arbitrators appointed in accordance with the
said Rules.
(b) Contracts with Supplier national of the Purchaser’s
Country:
In the case of a dispute between the Purchaser and a
Supplier who is a national of the Purchaser’s Country, the
dispute shall be referred to adjudication or arbitration in
accordance with the laws of the Purchaser’s Country.

7. Shipping and [MODIFY AS APPROPRIATE]

other documents 7.1 The Delivery of the Goods and Completion of the Related
to be provided Services as applicable shall be in accordance with the Delivery
and Completion Schedule specified in the Schedule of
Requirements.
Details of Shipping and other Documents to be furnished by
the Supplier are: [insert the required documents, such as a
negotiable bill of lading, a non-negotiable sea way bill, an
airway bill, a railway consignment note, a road consignment
note, insurance certificate, Manufacturer’s or Supplier’s
warranty certificate, inspection certificate issued by
nominated inspection agency, Supplier’s factory shipping
details etc.].
The above documents shall be received by the Purchaser:
(i) before arrival of the Goods, if the mode of
payment is through letter of credit if so specified in CC
9. If the documents are not received before arrival of the
Goods, the Supplier will be responsible for any
consequent expenses; or otherwise;
(ii) on shipment.
8 Contract Price 8.1 The Contract Price is specified in Price Schedule 4.
8.2 The unit Prices charged by the Supplier for the Goods
supplied and the Related Services as applicable performed
under the Contract shall not vary from the prices agreed in the
Contract.
9 Terms of payment [SAMPLE PROVISION (TERMS OF PAYMENT
ARE SUBJECT TO NEGOTIATION)]
9.1 The method and conditions of payment to be made to the
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Supplier under this Contract shall be as follows:

[Normally the L/C method of payment applies to Goods
from abroad. For emergency procurement, the time and
processes for L/C may not suit the fast track procurement. It
is expected that the Direct Payment disbursement method
will apply. The Direct Payment method coupled with a
relatively high advance payment is expected to help mitigate
the risk (due to non-availability of L/C) to the Supplier. If
L/C has to be used, the required processes shall be
completed in an efficient manner.]

[State: The Purchaser [insert: “shall” or “shall not”, as

appropriate] process the payments using the Direct
Payment disbursement method, as defined in the World
Bank’s Disbursement Guidelines for Investment Project
Financing.]

Payment for Goods supplied from abroad:

[Choose the applicable option and delete the other]
[Option 1- for payments using the Direct Payment
Disbursement method]:
Payment of foreign currency portion shall be made in (_____)
[currency of the Contract Price] in the following manner:
(i) Advance Payment:
 Ten (10) percent of the Contract Price shall be paid,
within five (5) days of signing of the Contract and upon
submission of a claim for the amount;
 Thirty (30) percent of the Contract Price shall be paid
within twenty (20) days of signing of the Contract and
upon submission of claim and a bank demand
guarantee, in the form provided in the request for
invitation for direct contracting or another form
acceptable to the Purchaser, for equivalent amount
valid until the Goods are delivered and in the form of
Advance Payment Security provided in the request for
invitation for direct contracting or another form
acceptable to the Purchaser.
(ii) On Shipment: Fifty (50) percent of the Contract
Price of the Goods shipped shall be paid, within 15 days
after submission of documents specified in CC 7.
(iii) On Acceptance: Ten (10) percent of the Contract
Price of Goods received shall be paid within fifteen (15)
days of receipt of the Goods upon submission of claim
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supported by the acceptance certificate issued by the

Purchaser.
Payment of local currency portion shall be made in
[currency] within fifteen (15) days of presentation of
claim supported by a certificate from the Purchaser
declaring that the Goods have been delivered and that all
other contracted services have been performed.]
[Option 2- for payments using letter of credit]
Payment of foreign currency portion shall be made in (______)
[currency of the Contract Price] in the following manner:
(i) Advance Payment: Ten (10) percent of the
Contract Price shall be paid within fifteen (15) days of
signing of the Contract, and upon submission of claim.
(ii) On Shipment: Eighty (80) percent of the
Contract Price of the Goods shipped shall be paid
through irrevocable confirmed letter of credit opened in
favor of the Supplier in a bank in its country, upon
submission of documents specified in CC 7.
(iii) On Acceptance: Ten (10) percent of the Contract
Price of Goods received shall be paid within fifteen (15)
days of receipt of the Goods upon submission of claim
supported by the acceptance certificate issued by the
Purchaser.
Payment of local currency portion shall be made in
[currency] within fifteen (15) days of presentation of claim
supported by a certificate from the Purchaser declaring that the
Goods have been delivered and that all other contracted
Services have been performed.
Payment for Goods and Services supplied from within the
Purchaser’s Country:
Payment for Goods and Services supplied from within the
Purchaser’s Country shall be made in _____ [currency], as
follows:
(i) Advance Payment: Ten (10) percent of the
Contract Price shall be paid within thirty (15) days of
signing of the Contract upon submission of a claim for
the amount.
(ii) On Delivery: Eighty (80) percent of the Contract
Price shall be paid on receipt of the Goods and within 15
days after submission of the documents specified in CC
7.
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(iii) On Acceptance: The remaining ten (10) percent

of the Contract Price shall be paid to the Supplier within
fifteen (15) days after the date of the acceptance
certificate for the respective delivery issued by the
Purchaser.
10 Taxes and Duties 10.1 For Goods manufactured outside the Purchaser’s Country, the
Supplier shall be entirely responsible for all taxes, stamp
duties, license fees, and other such levies imposed outside the
Purchaser’s Country.
10.2 For Goods Manufactured within the Purchaser’s Country, the
Supplier shall be entirely responsible for all taxes, duties,
license fees, etc., incurred until delivery of the contracted
Goods to the Purchaser.
10.3 If any tax exemptions, reductions, allowances or privileges
may be available to the Supplier in the Purchaser’s Country,
the Purchaser shall use its best efforts to enable the Supplier to
benefit from any such tax savings to the maximum allowable
extent.
11 Performance 11.1 [A Performance Security shall normally not be required for
Security the subject emergency procurement. In exceptional
circumstances, if a Performance Security is required, insert
the following:]
[“The Supplier shall, within [insert number of days] days of
the notification of contract award, provide a performance
security for the performance of the Contract
The proceeds of the Performance Security shall be payable to
the Purchaser as compensation for any loss resulting from the
Supplier’s failure to complete its obligations under the
Contract.
The amount of the Performance Security shall be: [insert % of
Contract Price;], denominated in the currency(ies) of the
Contract, or in a freely convertible currency acceptable to the
Purchaser. The Performance Security shall be in the form of the
attached Demand Guarantee.
The Performance Security shall be discharged by the
Purchaser and returned to the Supplier not later than fourteen
(14) days following the date of Completion of the Supplier’s
performance obligations under the Contract, including any
warranty obligations, unless specified otherwise.”]
12 Subcontractors 12.1 The Supplier shall notify the Purchaser in writing of all
subcontracts awarded under the Contract if not already
specified in Supplier’s offer. Such notification, in the original
offer or later shall not relieve the Supplier from any of its
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obligations, duties, responsibilities, or liability under the

Contract.
13 Specifications and 13.1 The Goods and Related Services if applicable supplied under
Standards this Contract shall conform to the technical specifications and
standards mentioned in the Technical Specifications and,
when no applicable standard is mentioned, the standard shall
be equivalent or superior to the official standards whose
application is appropriate to the Goods’ country of origin.
14 Packing, marking 14.1 The Supplier shall provide such packing of the Goods as is
and required to prevent their damage or deterioration during
documentation 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 goods’ final destination and
the absence of heavy handling facilities at all points in transit.
14.2 The packing, marking and documentation within and outside
the packages shall be: [insert the type of packing required, the
markings in the packing and all documentation required; or
refer to the Technical Specifications]
15 Insurance cover 15.1 The insurance coverage shall be as specified in the
Incoterms. [ Preferred provision]
OR
If not in accordance with Incoterms, insurance shall be as
follows:
[insert specific insurance provisions agreed upon, including
coverage, currency and amount]
16 Transportation 16.1 Responsibility for transportation of the Goods shall be as
specified in the Incoterms.
If not in accordance with Incoterms, responsibility for
transportations shall be as follows: [insert “The Supplier is
required under the Contract to transport the Goods to a
specified place of final destination within the Purchaser’s
Country, defined as the Project Site. Transport to such place
of destination in the Purchaser’s Country, including insurance
and storage, as shall be specified in the Contract, shall be
arranged by the Supplier, and related costs shall be included
in the Contract Price”; or any other agreed upon trade terms
(specify the respective responsibilities of the Purchaser and
the Supplier)]
[Given the emergency nature of the subject procurement,
insert the following if the main [or only, if appropriate] mode
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of international transport shall be air]

“Mode of Transport: The main [or only, if appropriate] mode
of international transport shall be by air.”

17 Site of inspections 17.1 The inspections and tests shall be conducted at: [insert
and tests name(s) of location(s); if applicable; or refer to the
Technical Specifications]
18 Delivery Date and 18.1 Goods from abroad: Incoterm CIP (named place of
Completion Date destination] and [IF REQUIRED; the price for inland
transportation, insurance, and other local services required to
convey the Goods from the named place of destination to their
final destination (Project Site) [Specify final destination if
different from named place of destination] [ if applicable FCA
(place of destination)];
18.2 Goods from the Purchaser’s Country EXW and [IF
REQUIRED; the price for inland transportation, insurance,
and other local services required to convey the Goods from
the named place of destination to their final destination
(Project Site) [Specify final destination if different from
named place of destination];
18.3 The Delivery Date of the Goods shall be: _______ [Insert the
Delivery Date]. If phased delivery is allowed specify the
acceptable delivery schedule]
18.4 [if applicable] The Completion Date of Related Services shall
be: ____ [ Insert the Completion Date if there are related
services; otherwise delete this entry]
19 Liquidated 19.1 The liquidated damage shall be [insert %] of the price of the
damages and delayed Goods or unperformed Services] for each week or
bonuses part thereof of delay until actual delivery or performance.
The maximum amount of liquidated damages shall be [insert
%] of the Contract Price. Once the maximum is reached, the
Purchaser may terminate the Contract pursuant to CC 26.
Optional
[Insert if there are no Related Services:] Bonus payment to
the Supplier shall be [insert number] % per day if the Goods
under the Contract are delivered before the final contractual
Delivery Date].
[Insert if there are Related Services:] Bonus payment to the
Supplier shall be [insert number] % per day if the Goods
under the Contract are delivered and the Related Services are
completed before the Completion Date].
20 Warranty 20.1 The Supplier warrants that all the Goods are new, unused, and
of the most recent or current models, and that they incorporate
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all recent improvements in design and materials, unless

provided otherwise in the Contract.
20.2 The Supplier further warrants that the Goods shall be free
from defects arising from any act or omission of the Supplier
or arising from design, materials, and workmanship, under
normal use in the conditions prevailing in the country of final
destination.
20.3 The warranty shall remain valid for [insert number] months
after the Goods, or any portion thereof as the case may be,
have been delivered to and accepted at the final destination, or
for [insert number] months after the date of shipment from
the port or place of loading in the country of origin, whichever
period concludes earlier.
20.4 The period for repair or replacement after being notified of the
defect by the Purchaser shall be [insert number] days.
20.5 If having been notified, the Supplier fails to remedy the defect
within the period specified in CC 20.4, the Purchaser may
proceed to take within a reasonable period such remedial
action as may be necessary, at the Supplier’s risk and expense
and without prejudice to any other rights which the Purchaser
may have against the Supplier under the Contract.
20.6 For purposes of this warranty, the place(s) of final
destination(s) shall be: [specify where appropriate]
21 Copyright 21.1 The copyright in all drawings, documents, and other materials
containing data and information furnished to the Purchaser by
the Supplier herein shall remain vested in the Supplier, or, if
they are furnished to the Purchaser directly or through the
Supplier by any third party, including suppliers of materials,
the copyright in such materials shall remain vested in such
third party.
22 Fraud and 22.1 The Bank requires compliance with the Bank’s Anti-
Corruption Corruption Guidelines and its prevailing sanctions policies
and procedures as set forth in the WBG’s Sanctions
Framework, as set forth in the attachment to the Conditions of
Contract.
22.2 The Purchaser requires the Supplier to disclose any
commissions or fees that may have been paid or are to be paid
to agents or any other party with respect to the direct
contracting process or execution of the Contract. The
information disclosed must include at least the name and
address of the agent or other party, the amount and currency,
and the purpose of the commission, gratuity or fee.
23 Inspections and 23.1 Pursuant to paragraph 2.2 e. of the attachment to the
Audit by the Bank Conditions of Contract, the Supplier shall permit and shall
cause its agents (where declared or not), subcontractors,
subconsultants, service providers, suppliers, and personnel, to
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permit, the Bank and/or persons appointed by the Bank to

inspect the site and/or the accounts, records and other
documents relating to the respect to the direct contracting
process or contract execution. The Supplier’s and its
subcontractors attention is drawn to CC 22.1 (Fraud and
Corruption) which provides, inter alia, that acts intended to
materially impede the exercise of the Bank’s inspection and
audit rights constitute a prohibited practice subject to contract
termination (as well as to a determination of ineligibility
pursuant to the Bank’s prevailing sanctions procedures).
24 Limitation of 24.1 Except in cases of criminal negligence or willful misconduct,
Liability (a) the Supplier shall not be liable to the Purchaser, whether
in contract, tort, or otherwise, 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 Supplier to pay liquidated damages to the Purchaser
and
(b) the aggregate liability of the Supplier to the Purchaser,
whether under the Contract, in tort or otherwise, shall
not exceed the total Contract Price, provided that this
limitation shall not apply to the cost of repairing or
replacing defective equipment, or to any obligation of
the supplier to indemnify the Purchaser with respect to
patent infringement.

25 Force Majeure 25.1 The Supplier shall not be liable for forfeiture of its
Performance Security (if required), 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.
25.2 For purposes of this Clause, “Force Majeure” means an event
or situation beyond the control of the Supplier that is not
foreseeable, is unavoidable, and its origin is not due to
negligence or lack of care on the part of the Supplier. Such
events may include, but not be limited to, acts of the
Purchaser in its sovereign capacity, wars or revolutions, fires,
floods, and freight embargoes.
25.3 If a Force Majeure situation arises, the Supplier shall
promptly notify the Purchaser in writing of such condition and
the cause thereof. Unless otherwise directed by the Purchaser
in writing, the Supplier 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.
25.4 If the performance of the Contract is substantially prevented,
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hindered or delayed for a single period of more than sixty (60)

days or an aggregate period of more than one hundred and
twenty (120) days on account of one or more events of Force
Majeure during the currency of the Contract, the Parties will
attempt to develop a mutually satisfactory solution, failing
which either Party may terminate the Contract by giving a
notice to the other Party.
26 Termination 26.1 Termination for Default
The Purchaser, without prejudice to any other remedy for
breach of Contract, by written notice of default sent to the
Supplier, may terminate the Contract in whole or in part:
(i) if the Supplier fails to deliver any or all of the
Goods within the period specified in the Contract, or
within any extension thereof granted by the Purchaser;
(ii) if the Supplier fails to perform any other
obligation under the Contract; or
(iii) if the Supplier, in the judgment of the Purchaser
has engaged in Fraud and Corruption, in competing for
or in executing the Contract.
In the event the Purchaser terminates the Contract in whole
or in part, the Purchaser may procure, upon such terms and in
such manner as it deems appropriate, Goods or Related
Services if applicable similar to those undelivered or not
performed, and the Supplier shall be liable to the Purchaser
for any additional costs for such similar Goods or Related
Services if applicable. However, the Supplier shall continue
performance of the Contract to the extent not terminated.
26.2 Termination for Convenience
(a) The Purchaser, by notice sent to the Supplier, may
terminate the Contract, in whole or in part, at any time
for its convenience. The notice of termination shall
specify that termination is for the Purchaser’s
convenience, the extent to which performance of the
Supplier under the Contract is terminated, and the date
upon which such termination becomes effective.
(b) The Goods that are complete and ready for shipment
within twenty-eight (28) days after the Supplier’s receipt
of notice of termination shall be accepted by the
Purchaser at the Contract terms and prices. For the
remaining Goods, the Purchaser may elect:
(i) to have any portion completed and delivered at the
Contract terms and prices; and/or
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(ii) to cancel the remainder and pay to the Supplier an

agreed amount for partially completed Goods and
Related Services if applicable and for materials and
parts previously procured by the Supplier.

Additional Clauses [insert any additional clauses as necessary, otherwise delete this
row]
 1. List of Goods and Delivery Period

List of Goods and Delivery Period

Line Description of Goods Quantity Physical Named Place of [As applicable] Applicable Delivery Period from date of
Item required unit Destination (for Place of Final Incoterms contract signature
N CIP) or Destination (e.g. CIP,
Named Place (for (Project Site) FCA EXW
FCA) etc.)

Delivery Schedule [If applicable- to be used if phased delivery is agreed]

Delivery period and minimum quantity requirements
Periods 1 [insert period 1, e.g. Period 2 [insert period 2, e.g. Period 3 (insert period 3,
Line Total within 15 days from date of within 20 days from the end e.g. within 30 days from the
Item Description of Goods Physical Quantity contract signature] of period 1] end of period 2]
N unit required Maximum Maximum Maximum
Minimum Minimum Minimum
quantity quantity quantity
acceptable acceptable acceptable
required for required for required for
quantity quantity quantity
period period period
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1.2 List of Related Services and Completion Schedule [If applicable]

Place where
Completion Period of
Service Description of Service Quantity required Physical Unit Services shall be
Services
performed

[insert [insert description of Related [insert quantity of items [insert physical [insert name of [insert no. of days
Service Services] to be supplied] unit for the the Place] such as from Delivery
No] items] Period or receipt of
Goods, as
appropriate]
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Technical Specifications

[Insert technical characteristics and applicable standards, details of Related

Service, if any, etc. of the Goods being offered by the Supplier]
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Price Schedule 1
Goods to be supplied from outside the Purchaser’s country
1 2 3 4 5 6 7 8 9
Line Description of Goods Country of Delivery Date Quantity and Unit price CIP (or FCA as FOR CIP, [IF Total Price per Line item
Item Origin as defined by physical unit CIP [insert place of applicable Price per REQUIRED] Price per (Col. 7+8)
N Incoterms destination] [ as line item line item for inland
applicable, FCA (Col. 5x6) transportation and other
(named place0] services required in the
Purchaser’s Country to
convey the Goods to their
final destination specified
in the invitation for
direct contracting
[insert [insert name of good] [insert [insert quoted [insert number [insert unit price CIP [insert total CIP [insert the corresponding [insert total price of the line
number country of Delivery Date of units to be per unit] price per line item] price per line item] item]
of the origin of the quoted phased supplied and
item] Good] Delivery name of the
periods if physical unit]
applicable]

Total Price
 23

Price Schedule 2
Goods to be supplied from within the Purchaser’s country
1 2 3 4 5 6 7 8 9
Line Description of Goods Delivery Quantity Unit price Total EXW [ IF REQUIRED] [if known] Sales and Total Price per line
Item Date as and EXW price per line Price per line item for other taxes payable item
N defined by physical item inland transportation per line item if (Col. 6+7)
Incoterms unit (Col. 45) and other services Contract is awarded
required in the
Purchaser’s Country to
convey the Goods to their
final destination as
specified in the invitation
for direct contracting
[insert [insert name of Good] [insert quoted [insert [insert EXW [insert total [insert the corresponding [insert sales and other [insert total price per
number Delivery number unit price] EXW price per price per line item] taxes payable per line item]
of the Date/ quoted of units to line item] item if Contract is
item] phased be awarded]
Delivery supplied
dates if and name
applicable] of the
physical
unit]

Total Price
 24

Price Schedule 3
Related Services [If applicable]
1 2 3 4 5 6 7
Item No. Item description Description of Services Country of Completion Period at Quantity and physical unit Unit price Total Price per Service
(excludes inland transportation Origin place of Final (Col. 5*6 or estimate)
and other services required in destination
the Purchaser’s Country to
convey the goods to their final
destination)
[insert [insert name of Services] [insert country [insert Delivery Period [insert number of items to be [insert unit price per [insert total price per
number of origin of the at place of final supplied and name of the item] item]
of the Services] destination per Service] physical unit]
item]

Total Price

Price Schedule 4
Contract Price
The Contract Price for the supply and delivery of the Goods, and related Services is as follows:
Price Schedule Amount
Goods: Price Schedule 1
Goods: Price Schedule 2
Goods: Price Schedule 3
Related Services: Price Schedule 4
Contract Price
 25

Manufacturer’s Authorization [ DELETE IF NOT APPLICABLE-

this applies only for non-manufacturers]

[The Supplier, who does not manufacture the Goods shall require the Manufacturer to fill in this
Form in accordance with the instructions indicated. This letter of authorization should be on the
letterhead of the Manufacturer and should be signed by a person with the proper authority to
sign documents that are binding on the Manufacturer.]

Date: [insert date (as day, month and year)]

Direct Contracting No.: [insert reference number as applicable]

To: [insert complete name of Purchaser]

WHEREAS

We [insert complete name of Manufacturer], who are official manufacturers of [insert type of
goods manufactured], having factories at [insert full address of Manufacturer’s factories], do
hereby authorize [insert complete name of the Supplier] to provide the following Goods,
manufactured by us [insert name and or brief description of the Goods], and to subsequently
negotiate and sign the Contract.

We hereby extend our full guarantee and warranty in accordance with Clause 20 of the
Conditions of Contract, with respect to the Goods offered by the above firm.

Signed: [insert signature(s) of authorized representative(s) of the Manufacturer]

Name: [insert complete name(s) of authorized representative(s) of the Manufacturer]

Title: [insert title]

Dated on ____________ day of __________________, _______ [insert date of signing]

 26

Attachment A to the Conditions of Contract

Fraud and Corruption
(Text in this Appendix shall not be modified)
1. Purpose
1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to procurement
under Bank Investment Project Financing operations.
2. Requirements
2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders
(applicants/proposers), consultants, contractors and suppliers; any sub-contractors, sub-
consultants, service providers or suppliers; any agents (whether declared or not); and any of
their personnel, observe the highest standard of ethics during the procurement process,
selection and contract execution of Bank-financed contracts, and refrain from Fraud and
Corruption.
2.2 To this end, the Bank:
a. Defines, for the purposes of this provision, the terms set forth below as follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence improperly the actions of
another party;
ii. “fraudulent practice” is any act or omission, including misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to
obtain 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;
v. “obstructive practice” is:
(a) deliberately destroying, falsifying, altering, or concealing of
evidence material to the investigation or making false statements to
investigators in order to materially impede a Bank investigation
into allegations of a corrupt, fraudulent, coercive, or collusive
practice; and/or threatening, harassing, or intimidating any party to
prevent it from disclosing its knowledge of matters relevant to the
investigation or from pursuing the investigation; or
 27

(b) acts intended to materially impede the exercise of the Bank’s

inspection and audit rights provided for under paragraph 2.2 e.
below.
b. Rejects a proposal for award if the Bank determines that the firm or individual
recommended for award, any of its personnel, or its agents, or its sub-consultants,
sub-contractors, service providers, suppliers and/ or their employees, has, directly
or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive
practices in competing for the contract in question;
c. In addition to the legal remedies set out in the relevant Legal Agreement, may
take other appropriate actions, including declaring misprocurement, if the Bank
determines at any time that representatives of the Borrower or of a recipient of
any part of the proceeds of the loan engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices during the procurement process, selection and/or
execution of the contract in question, without the Borrower having taken timely
and appropriate action satisfactory to the Bank to address such practices when
they occur, including by failing to inform the Bank in a timely manner at the time
they knew of the practices;
d. Pursuant to the Bank’s Anti- Corruption Guidelines and in accordance with the
Bank’s prevailing sanctions policies and procedures, may sanction a firm or
individual, either indefinitely or for a stated period of time, including by publicly
declaring such firm or individual ineligible (i) to be awarded or otherwise benefit
from a Bank-financed contract, financially or in any other manner; 3 (ii) to be a
nominated4 sub-contractor, consultant, manufacturer or supplier, or service
provider of an otherwise eligible firm being awarded a Bank-financed contract;
and (iii) to receive the proceeds of any loan made by the Bank or otherwise to
participate further in the preparation or implementation of any Bank-financed
project;
e. Requires that a clause be included in bidding/request for proposals documents and
in contracts financed by a Bank loan, requiring (i) bidders (applicants/proposers),
consultants, contractors, and suppliers, and their sub-contractors, sub-consultants,
service providers, suppliers, agents personnel, permit the Bank to inspect5 all
accounts, records and other documents relating to the procurement process,

3
For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without limitation, (i)
applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as a nominated sub-
contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect of such
contract, and (ii) entering into an addendum or amendment introducing a material modification to any existing contract.
4
A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider
(different names are used depending on the particular bidding document) is one which has been: (i) included by the bidder in
its pre-qualification application or bid because it brings specific and critical experience and know-how that allow the bidder
to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower.
5
Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activities undertaken
by the Bank or persons appointed by the Bank to address specific matters related to investigations/audits, such as evaluating
the veracity of an allegation of possible Fraud and Corruption, through the appropriate mechanisms. Such activity includes
but is not limited to: accessing and examining a firm's or individual's financial records and information, and making copies
thereof as relevant; accessing and examining any other documents, data and information (whether in hard copy or electronic
format) deemed relevant for the investigation/audit, and making copies thereof as relevant; interviewing staff and other
relevant individuals; performing physical inspections and site visits; and obtaining third party verification of information.
 28

selection and/or contract execution, and to have them audited by auditors

appointed by the Bank
 29

[Delete unless required in the CC for justified reasons]

Performance Security
(Bank Guarantee)
[The bank, as requested by the Supplier, shall fill in this form in accordance with the
instructions indicated]
[Guarantor letterhead or SWIFT identifier code]

Beneficiary: [insert name and Address of Purchaser]

Date: [Insert date of issue]
Performance Guarantee No.: [Insert guarantee reference number]
Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead]
Contract No.: [insert Purchaser’s reference for the specific Contract]

We have been informed that _ [insert name of Supplier, which in the case of a joint venture shall
be the name of the joint venture] (hereinafter called "the Applicant") has entered into a Contract
No. [insert reference number of the contract] dated [insert date] with the Beneficiary, for the
supply of _ [insert name of contract and brief description of Goods and Related Services]
(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, a performance

guarantee is required.

At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay the
Beneficiary any sum or sums not exceeding in total an amount of [insert amount in figures]
( ) [insert amount in words],1 such sum being payable in the types and proportions of
currencies in which the Contract Price is payable, upon receipt by us of the Beneficiary’s
complying demand supported by the Beneficiary’s statement, whether in the demand itself or in
a separate signed document accompanying or identifying the demand, stating that the Applicant
is in breach of its obligation(s) under the Contract, without the Beneficiary needing to prove or to
show grounds for your demand or the sum specified therein.

This guarantee shall expire, no later than the …. Day of ……, 2…2, and any demand for payment
under it must be received by us at this office indicated above on or before that date.

1 1
The Guarantor shall insert an amount representing the percentage of the contract Amount denominated either in the currency(ies) of the
Contract or a freely convertible currency acceptable to the Beneficiary.
2 2
Insert the date twenty-eight days after the expected completion date as described in CC 11. The Purchaser should note that in the event of an
extension of this date for completion of the Contract, the Purchaser would need to request an extension of this guarantee from the Guarantor.
Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the
Purchaser might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time
extension of this guarantee for a period not to exceed [six months] [one year], in response to the Beneficiary’s written request for such
extension, such request to be presented to the Guarantor before the expiry of the guarantee.”
 30

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,
ICC Publication No. 758, except that the supporting statement under Article 15(a) is hereby
excluded.

_____________________
[signature(s)]

Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.
 31

[Delete unless required in the CC]

Advance Payment Security
Demand Guarantee
[Guarantor letterhead or SWIFT identifier code]

Beneficiary: [Insert name and Address of Purchaser]

Date: [Insert date of issue]
Advance Payment Guarantee No.: [Insert guarantee reference number]
Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead]
Contract No.: [insert Purchaser’s reference for the specific Contract]

We have been informed that [insert name of Supplier, which in the case of a joint venture shall
be the name of the joint venture] (hereinafter called “the Applicant”) has entered into a Contract
No. [insert reference number of the contract] dated [insert date] with the Beneficiary, for the
execution of [insert name of contract and brief description of Goods and Related Services]
(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance

payment in the sum [insert amount in figures] () [insert amount in words] is to be made against
an advance payment guarantee.

At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay the
Beneficiary any sum or sums not exceeding in total an amount of [insert amount in figures]
[insert amount in words]1 upon receipt by us of the Beneficiary’s complying demand supported
by the Beneficiary’s statement, whether in the demand itself or in a separate signed document
accompanying or identifying the demand, stating either that the Applicant:

(a) has used the advance payment for purposes other than toward delivery of Goods; or
(b) has failed to repay the advance payment in accordance with the Contract conditions,
specifying the amount which the Applicant has failed to repay.

A demand under this guarantee may be presented as from the presentation to the Guarantor of a
certificate from the Beneficiary’s bank stating that the advance payment referred to above has
been credited to the Applicant on its account number [insert number] at [insert name and
address of Applicant’s bank].

This guarantee shall expire, at the latest, upon our receipt of a copy of the payment certificate
indicating that ninety (90) percent of the Contract Price has been certified for payment, or on the

1 1
The Guarantor shall insert an amount representing the amount of the advance payment and denominated
either in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible
currency acceptable to the Purchaser.
 32

[insert day] day of [insert month], 2 [insert year], whichever is earlier. Consequently, any
demand for payment under this guarantee must be received by us at this office on or before that
date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,
ICC Publication No.758, except that the supporting statement under Article 15(a) is hereby
excluded.

____________________
[signature(s)]

Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.