(DRAFT) SERVICE CONTRACT
CONTRACT NUMBER – [complete]
The ITER International Fusion Energy Organization (hereinafter referred to as "the ITER
Organization"), represented by the Director-General, who is represented for the purposes of the
signature of this contract by [name in full, function, department],
of the one part,
and
[official name in full]
[official legal form]
[statutory registration number]
[official address in full]
[VAT registration number]
(hereinafter referred to as "the Contractor"), represented for the purposes of the signature of this
contract by [name in full and function,]
of the other part,
HAVE AGREED
the Special Conditions and the General Conditions below and the following Annexes:
Annex I – Technical Specifications (Call for Tender No [complete] of [complete]),
Annex II – Contractor's Tender (No [complete] of [complete])
Annex III – ITER Organization Internal Regulations concerning work on site, ITER/D/27WD2W
(applicable to a Contractor working at ITER site)
Annex IV – CEA Cadarache Internal Regulations dated September 2001 related to health, safety,
security and discipline (applicable to a Contractor working at CEA Cadarache)
[Annex V – Other Annexes]
which form an integral part of this contract (hereinafter referred to as “the Contract”).
The terms set out in the Special Conditions shall take precedence over those in the other parts of the
Contract. The terms set out in the General Conditions shall take precedence over those in the
Annexes. The terms set out in the Technical Specifications (Annex I) shall take precedence over those
in the Tender (Annex II).
Subject to the above, the several instruments forming part of the Contract are to be taken as mutually
explanatory. Ambiguities or discrepancies within or between such parts shall be explained or rectified
by a written instruction issued by the ITER Organization, subject to the rights of the Contractor under
Article I.7 should he dispute any such instruction.
I – SPECIAL CONDITIONS
ARTICLE I.1 - SUBJECT
I.1.1. The subject of the Contract is the provision of services for XXXX.
I.1.2. The Contractor shall execute the tasks assigned to him in accordance with the Technical
Specifications annexed to the Contract (Annex I).
ARTICLE I.2 - DURATION
I.2.1. The Contract shall enter into force on the date on which it is signed by the last contracting
party.
I.2.2. Provision of the services may under no circumstances begin before the date on which the
Contract enters into force.
I.2.3. The duration of the services shall not exceed XX months. This period and all other periods
specified in the Contract are calculated in calendar days. Provision of the services shall start
from the date of entry into force of the Contract.
The period of provision of services may be extended only with the express written agreement
of the parties before such period elapses.
ARTICLE I.3 – CONTRACT PRICE
I.3.1. The maximum total amount to be paid by the ITER Organization under the Contract shall be
EUR [amount in figures and in words] excluding VAT, covering all services provided. The
ITER Organization shall not accept liability for any expenditure beyond the aforementioned
maximum amount. If at any time the Contractor considers that the services cannot be
completed without exceeding that sum, he shall immediately submit to the ITER Organization
a full written explanation of the reasons together with a detailed forecast of the excess. The
ITER Organization shall not accept any liability for any forecast excess until a formal
amendment to this Contract has been made in writing. The ITER Organization is not obligated
to accept the above modification of contract price.
I.3.1 The fixed lump-sum total amount to be paid by the ITER Organization under the Contract
shall be EUR [amount in figures and in words] excluding VAT, covering all services provided.
The ITER Organization shall not accept liability for any expenditure beyond the
aforementioned maximum amount
ARTICLE I.4 – PAYMENT FORMALITIES AND PERIOD
Payments can only be made after receipt of the document(s) specified in Article I.5 and II.4
below.
Payments shall be executed only if the Contractor has fulfilled his contractual obligations by
the date on which the invoice is submitted.
Payment requests may not be made if payments for previous periods have not been executed as
a result of default or negligence on the part of the Contractor.
The payment period is 30 days after receipt of a correctly rendered invoice and all necessary
supporting documents. If a (technical) report is a further condition for payment, the 30 days
period starts after the ITER Organization has:
(i) approved the (technical) report and
(ii) received a correctly rendered invoice.
ARTICLE I.5 – BANK ACCOUNT
Payments shall be made to the Contractor’s bank account denominated in the Contract’s
currency, identified by a duly filled in Financial Identification Form. The Financial
Identification Form shall be provided by the ITER Organization in a timely manner.
It is the Contractor’s obligation to return this form to the ITER Organization in a timely
manner. No payments can be made until ITER Organization is in possession of this document.
ARTICLE I.6 – GENERAL ADMINISTRATIVE PROVISIONS
Any communication relating to the Contract shall be made in writing and shall bear the Contract
number. Ordinary mail shall be deemed to have been received by the ITER Organization on the
date on which it is registered by the department responsible indicated below. Communications
shall be sent to the following addresses:
ITER Organization:
Technical Content
ITER Organization
Name
[Unit [complete]]
[Postcode and city]
Contractual Content
ITER Organization
Name
[Unit [complete]]
[Postcode and city]
Invoicing
ITER Organization
Finance Division
Cadarache Centre – building 519
F - 13108 St Paul lez Durance
Contractor:
Mr/Mrs/Ms [complete]
[Function]
[Company name]
[Official address in full]
ARTICLE I.7– GOVERNING LAW AND SETTLEMENT OF DISPUTES
I.7.1
The Contract shall be governed by the regulations of the ITER Organization, subsidiarily by
the relevant provisions of France law and regulations.
I.7.2
In the event of any dispute arising out of or in connection with the present Contract, the
Parties agree to submit the matter to settlement proceedings under the International Chamber
of Commerce dispute settlement mediation ADR Rules. If the dispute has not been settled
pursuant to the said Rules within 45 days following the filing of a Request for ADR or within
such other period as the Parties may agree in writing, such dispute 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 of Arbitration.
I.7.3
The arbitration proceedings shall take place in Paris, unless otherwise agreed by the parties.
ARTICLE I.8 – PRIVILEGES AND IMMUNITIES
Nothing in or relating to this Contract shall be deemed a waiver, express or implied, of any of
the privileges and immunities of the ITER Organization, its staff, experts and the
representatives of the ITER parties.
ARTICLE I.9 – SAFETY AND SITE ACCESS
I.9.1
The Contractor shall be responsible for the observance by himself, his employees and sub-
contractors of all safety precautions necessary for their protection and the protection of any
other persons, including all precautions required to be taken by or under or pursuant to any
applicable legislation. For the avoidance of doubt this includes the ITER Organization Internal
Regulations concerning work, health, and safety and security for persons undertaking activities
at the ITER site (see Annex III) and when working at CEA Cadarache site the CEA’s health
and safety policies and any regulations issued (see Annex IV).
I.9.2
The Contractor shall adhere to the site access procedure when entering the ITER
Organization’s site. The ITER Organization shall provide the Contractor with any necessary
information and documentation for site access.
I.9.3 ITER and CEA Cadarache will be closed on the following dates in 2009:
Months
ITER site closed dates
CEA site closed dates
January
1, 2
1, 2
April
13
13
May
1, 8, 21
1, 8, 21
June
1
1
July
14
13, 14
August
15
10, 11, 12, 13, 14, 15
November
1, 11
1, 11
December
24 – 25 – 28 – 29 – 30 - 31
24 – 25 – 28 – 29 – 30 - 31
[ARTICLE I.10 – OTHER SPECIAL CONDITIONS1]
Article I.10.1 Liquidated damages percentage is % per day.
1 This is used for complementary articles required due to the nature of the services provided or when modifying article
in the General Conditions.
II – GENERAL CONDITIONS
ARTICLE II.1 – PERFORMANCE OF THE CONTRACT
II.1.1. The Contractor shall perform the Contract to the highest professional standards. The
Contractor shall have sole responsibility for complying with all legal obligations incumbent on
him, notably those resulting from employment, tax and social legislation.
II.1.2. The Contractor shall have sole responsibility for taking the necessary steps to obtain any
permits, visas, copyrights or licences required for performance of the Contract under the laws
and regulations in force at the place(s) where the tasks assigned to him are to be executed.
II.1.3. Without prejudice to Article II.3 any reference made to the Contractor’s staff in the Contract
shall relate exclusively to individuals involved in the performance of the Contract.
II.1.4. The Contractor must ensure that any staff performing the Contract has the professional
qualifications and experience required for the execution of the tasks assigned to him.
II.1.5. The Contractor shall neither represent the ITER Organization nor behave in any way that
would give such an impression. The Contractor shall inform third parties that he does not
belong to the ITER Organization.
II.1.6. The Contractor shall have sole responsibility for the staff who executes the tasks assigned to
him.
The Contractor shall make provision for the following employment or service relationships
with his staff:
•
staff executing the tasks assigned to the Contractor may not be given orders directly by
the ITER Organization;
•
the ITER Organization may not under any circumstances be considered to be the staff's
employer and the said staff shall undertake not to invoke in respect of the ITER
Organization any right arising from the contractual relationship between the ITER
Organization and the Contractor.
II.1.7. In the event of disruption resulting from the action of a member of the Contractor's staff
working on ITER Organization premises or in the event of the expertise of a member of the
Contractor's staff failing to correspond to the profile required by the Contract, the Contractor
shall replace him without delay. The ITER Organization shall have the right to request the
replacement of any such member of staff, stating its reasons for so doing. Replacement staff
must have the necessary qualifications and be capable of performing the Contract under the
same contractual conditions. The Contractor shall be responsible for any delay in the execution
of the tasks assigned to him resulting from the replacement of staff in accordance with this
Article.
II.1.8. Should any unforeseen event, action or omission directly or indirectly hamper execution of the
tasks, either partially or totally, the Contractor shall immediately and on his own initiative
record it and report it to the ITER Organization. The report shall include a description of the
problem and an indication of the date on which it started and of the remedial action taken by
the Contractor to ensure full compliance with his obligations under the Contract. In such event
the Contractor shall give priority to solving the problem rather than determining liability.
II.1.9. Should the Contractor fail to perform his obligations under the Contract in accordance with the
provisions laid down therein, the ITER Organization may - without prejudice to its right to
terminate the Contract - reduce or recover payments in proportion to the scale of the failure
ARTICLE II.2 – LIABILITY
II.2.1. The ITER Organization shall not be liable for damage sustained by the Contractor in
performance of the Contract except in the event of wilful misconduct or gross negligence on
the part of the ITER Organization.
II.2.2. The Contractor shall be liable for any loss or damage caused by himself in performance of the
Contract, including in the event of subcontracting under Article II.13. The ITER Organization
shall not be liable for any act or default on the part of the Contractor in performance of the
Contract.
II.2.3. The Contractor shall provide compensation in the event of any action, claim or proceeding
brought against the ITER Organization by a third party as a result of damage caused by the
Contractor in performance of the Contract.
II.2.4. In the event of any action brought by a third party against the ITER Organization in
connection with performance of the Contract, the Contractor shall assist the ITER
Organization. Expenditure incurred by the Contractor to this end may be borne by the ITER
Organization.
II.2.5 The Contractor shall respect and abide by all laws and regulations in force in France and shall
ensure that his personnel, experts and subcontractors’ personnel also respect and abide by all
such laws and regulations. The Contractor shall indemnify the ITER Organization against
claims and proceedings arising from any infringement by the Contractor, his personnel, experts
and subcontractors’ of such laws and regulations.
ARTICLE II.3 - CONFLICT OF INTERESTS
II.3.1. The Contractor shall take all necessary measures to prevent any situation that could
compromise the impartial and objective performance of the Contract. Such conflict of interests
could arise in particular as a result of economic interest, political or national affinity, family or
any other relevant connection or shared interest. Any conflict of interests which could arise
during performance of the Contract must be notified to the ITER Organization in writing
without delay. In the event of such conflict, the Contractor shall immediately take all necessary
steps to resolve it.
The ITER Organization reserves the right to verify that such measures are adequate and may
require additional measures to be taken, if necessary, within a time limit which it shall set. The
Contractor shall ensure that his staff, board and directors are not placed in a situation which
could give rise to conflict of interests. Without prejudice to Article II.1 the Contractor shall
replace, immediately and without compensation from the ITER Organization, any member of
his staff exposed to such a situation.
II.3.2. The Contractor shall abstain from any contact likely to compromise his independence.
II.3.3. The Contractor declares:
•
that he has not made and will not make any offer of any type whatsoever from which an
advantage can be derived under the Contract,
•
that he has not granted and will not grant, has not sought and will not seek, has not
attempted and will not attempt to obtain, and has not accepted and will not accept, any
advantage, financial or in kind, to or from any party whatsoever, where such advantage
constitutes an illegal practice or involves corruption, either directly or indirectly,
inasmuch as it is an incentive or reward relating to performance of the Contract.
II.3.4. The Contractor shall pass on all the relevant obligations in writing to his staff, board, and
directors as well as to third parties involved in performance of the Contract. A copy of the
instructions given and the undertakings made in this respect shall be sent to the ITER
Organization should it so request.
ARTICLE II.4 – PAYMENT
At the end of each of the periods indicated in Annex I, the Contractor shall submit to the ITER
Organization a formal request for payment accompanied by the following documents:
a (technical) report in accordance with the instructions laid down in Annex I;
the relevant invoices indicating the reference number of the Contract to which they refer;
If the report is a condition for payment, on receipt the ITER Organization shall have such a
period of time agreed upon the parties in which:
to approve it, with or without comments or reservations
to suspend such period and request additional information; or
to reject it and request a new report.
If the ITER Organization does not react within this period, the report shall be deemed to have
been approved. Approval of the report does not imply recognition either of its regularity or of
the authenticity, completeness or correctness of the declarations or information enclosed.
Where the ITER Organization requests a new report because the one previously submitted has
been rejected, this shall be submitted within two weeks. The new report shall likewise be subject
to the above provisions.
ARTICLE II.5 – GENERAL PROVISIONS CONCERNING PAYMENTS
II.5.1. Payments shall be deemed to have been made on the date on which the ITER Organization's
account is debited.
II.5.2. The payment periods referred to in Article I.4 may be suspended by the ITER Organization at
any time if it informs the Contractor that his payment request is not admissible, either because
the amount is not due or because the necessary supporting documents have not been properly
produced. In case of doubt on the eligibility of the expenditure indicated in the payment
request, the ITER Organization may suspend the time limit for payment for the purpose of
further verification, including an on-the-spot check, in order to ascertain, prior to payment, that
the expenditure is eligible.
The ITER Organization shall notify the Contractor accordingly by registered letter with
acknowledgment of receipt or equivalent. Suspension shall take effect from the date of dispatch
of the letter. The remainder of the period referred to in Article I.4 shall begin to run again once
the suspension has been lifted.
II.5.3. In the event of late payment, excepting the provisions of Article II.5.2 above, the Contractor
may claim interest within two months of receiving the payment. Interest shall be calculated at
the rate applied by the European Central Bank to its most recent main refinancing operations
(“the reference rate”) plus 1.5 percentage points (“the margin”). The reference rate in force on the
first day of the month in which the payment is due shall apply. Such interest rate is published in
the C series of the Official Journal of the European Union. Interest shall be payable for the
period elapsing from the calendar day following expiry of the time limit for payment up to the
day of payment. Suspension of payment by the ITER Organization may not be deemed to
constitute late payment.
ARTICLE II.6 – RECOVERY
II.6.1. If total payments made exceed the amount actually due under the Contract or if recovery is
justified in accordance with the terms of the Contract, the Contractor shall reimburse the
appropriate amount in Euro on receipt of the debit note, in the manner and within the time
limits set by the ITER Organization.
II.6.2. In the event of failure to pay by the deadline specified in the request for reimbursement, the
sum due shall bear interest at the rate indicated in Article II.5.3. Interest shall be payable from
the calendar day following the due date up to the calendar day on which the debt is repaid in
full.
II.6.3. The ITER Organization may, after informing the Contractor, recover amounts established as
certain, of a fixed amount and due by offsetting, in cases where the Contractor also has a claim
on the ITER Organization that is certain, of a fixed amount and due. The ITER Organization
may also claim against a bank guarantee, where provided for by the Contractor.
ARTICLE II.7 – PROPERTY OF THE ITER ORGANIZATION AND PROPERTY OF
THE CONTRACTOR
II.7.1 Where for the purpose of the Contract the ITER Organization provides to the Contractor
access to drawings, files, technical data, computer programs, source codes, and any other item
of property, the ITER Organization remains the sole owner of any item provided.
II.7.2 These items may only be used by the Contractor for the purposes of the Contract. The
distribution, reproduction or use by a third party without prior written approval by the ITER
Organization is strictly forbidden.
II.7.3 All property of the Contractor while at the ITER Organization premises shall be at risk of the
Contractor and the ITER Organization shall accept no liability for any loss or damage to that
property or caused by that property except where any such loss or damage was caused or
contributed to by any act, neglect or default of any employee of the ITER Organization acting
in the course of his employment. The ITER Organization shall accept liability only to the
extent to which such loss or damage is so caused or contributed to.
ARTICLE II.8 – OWNERSHIP OF THE RESULTS - INTELLECTUAL AND
INDUSTRIAL PROPERTY
Any results or rights thereon, including copyright and other intellectual or industrial property
rights, obtained in performance of the Contract, shall be owned solely by the ITER
Organization, which may use, publish, assign or transfer them as it sees fit, without
geographical or other limitation, except where industrial or intellectual property rights exist
prior to the Contract being entered into.
ARTICLE II.9 – CONFIDENTIALITY
II.9.1. The Contractor undertakes to treat in the strictest confidence and not make use of or divulge to
third parties any information or documents which are linked to performance of the Contract.
The Contractor shall continue to be bound by this undertaking after completion of the tasks.
II.9.2. The Contractor shall obtain from each member of his staff, board and directors an undertaking
that they will respect the confidentiality of any information which is linked, directly or
indirectly, to execution of the tasks and that they will not divulge to third parties or use for their
own benefit or that of any third party any document or information not available publicly, even
after completion of the tasks.
ARTICLE II.10 - USE, DISTRIBUTION AND PUBLICATION OF INFORMATION
II.10.1.The Contractor shall authorise the ITER Organization to process, use, distribute and publish,
for whatever purpose, by whatever means and on whatever medium, any data contained in or
relating to the Contract, in particular the identity of the Contractor, the subject matter, the
duration, the amount paid and the reports.
II.10.2.Unless otherwise provided by the Special Conditions, the ITER Organization shall not be
required to distribute or publish documents or information supplied in performance of the
Contract. If it decides not to publish the documents or information supplied, the Contractor
may not have them distributed or published elsewhere without prior written authorisation from
the ITER Organization.
II.10.3.Any distribution or publication of information relating to the Contract by the Contractor shall
require prior written authorisation from the ITER Organization. It shall state that the opinions
expressed are those of the Contractor only and do not represent the ITER Organization's
official position.
II.10.4.The use of information obtained by the Contractor in the course of the Contract for purposes
other than its performance shall be forbidden, unless the ITER Organization has specifically
given prior written authorisation to the contrary.
ARTICLE II. 11 – TAXATION
II.11.1.The Contractor shall have sole responsibility for compliance with the tax laws which apply to
him. Failure to comply shall make the relevant invoices invalid.
II.11.2.The Contractor recognises that the ITER Organization is, as a rule, exempt from all taxes and
duties, including value added tax (VAT).
II.11.3.The Contractor shall accordingly complete the necessary formalities with the relevant
authorities to ensure that the goods and services required for performance of the Contract are
exempt from taxes and duties, including VAT.
II.11.4 Only if the direct exemption of taxes and duties at the source is legally not possible, the
Contractor shall invoice them.
II.11.5.In cases of Article II.11.4 above, invoices presented by the Contractor shall indicate his place of
taxation for VAT purposes and shall specify separately the amounts not including VAT and the
amounts including VAT.
ARTICLE II.12 – FORCE MAJEURE
II.12.1.Force majeure shall mean any unforeseeable and exceptional situation or event beyond the
control of the contracting parties which prevents either of them from performing any of their
obligations under the Contract, was not due to error or negligence on their part or on the part
of a subcontractor, and could not have been avoided by the exercise of due diligence. Defects
in equipment or material or delays in making it available, labour disputes, strikes or financial
problems cannot be invoked as force majeure unless they stem directly from a relevant case of
force majeure.
II.12.2.Without prejudice to the provisions of Article II.1.8, if either contracting party is faced with
force majeure, it shall notify the other party without delay by registered letter with
acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable
effects.
II.12.3.Neither contracting party shall be held in breach of its contractual obligations if it has been
prevented from performing them by force majeure. Where the Contractor is unable to perform
his contractual obligations owing to force majeure, he shall have the right to remuneration only
for tasks actually executed.
II.12.4.The contracting parties shall take the necessary measures to reduce damage to a minimum.
ARTICLE II.13 – SUBCONTRACTING
II.13.1.The Contractor shall not subcontract without prior written authorisation from the ITER
Organization nor cause the Contract to be performed in fact by third parties.
II.13.2.Even where the ITER Organization authorises the Contractor to subcontract to third parties,
he shall none the less remain bound by his obligations to the ITER Organization under the
Contract and shall bear exclusive liability for proper performance of the Contract.
II.13.3.The Contractor shall make sure that the subcontract does not affect rights and guarantees to
which the ITER Organization is entitled by virtue of the Contract.
ARTICLE II.14 – ASSIGNMENT
II.14.1.The Contractor shall not assign the rights and obligations arising from the Contract, in whole or
in part, without prior written authorisation from the ITER Organization.
II.14.2.In the absence of the authorisation referred to in 1 above, or in the event of failure to observe
the terms thereof, assignment by the Contractor shall not be enforceable against and shall have
no effect on the ITER Organization.
ARTICLE II.15 – TERMINATION BY THE ITER ORGANIZATION
II.15.1.The ITER Organization may terminate the Contract in the following circumstances:
(a)
where the Contractor is being wound up, is having his affairs administered by the courts, has
entered into an arrangement with creditors, has suspended business activities, is the subject of
proceedings concerning those matters, or is in any analogous situation arising from a similar
procedure provided for in national legislation or regulations;
(b)
where the Contractor has been convicted of an offence concerning his professional conduct by
a judgment which has the force of res judicata;
(c)
where the Contractor has been guilty of grave professional misconduct proven by any means
which the ITER Organization can justify;
(d)
where the Contractor has not fulfilled obligations relating to the payment of social security
contributions or the payment of taxes in accordance with the legal provisions of the country in
which he is established or with those of the country applicable to the Contract or those of the
country where the Contract is to be performed;
(e)
where the ITER Organization seriously suspects the Contractor of fraud, corruption,
involvement in a criminal organisation or any other illegal activity detrimental to the ITER
Organization’s financial interest;
(f)
where the Contractor is in breach of his obligations under Article II.3;
(g)
where the Contractor was guilty of misrepresentation in supplying the information required by
the ITER Organization as a condition of participation in the Contract procedure or failed to
supply this information;
(h)
where a change in the Contractor’s legal, financial, technical or organisational situation could, in
the ITER Organization’s opinion, have a significant effect on the performance of the Contract;
(i)
where execution of the tasks has not actually commenced within two weeks of the date
foreseen, and the new date proposed, if any, is considered unacceptable by the ITER
Organization;
(j)
where the Contractor is unable, through his own fault, to obtain any permit or licence required
for performance of the Contract;
(k)
where the Contractor fails to fulfil its contractual obligations, after receiving formal notice in
writing to comply, specifying the nature of the alleged failure, and after being given the
opportunity to remedy the failure within a reasonable period following receipt of the formal
notice, remains in serious breach of his contractual obligations.
II.15.2.In case of force majeure, notified in accordance with Article II.12, either contracting party may
terminate the Contract, where performance thereof cannot be ensured for a period
corresponding to at least to one fifth of the period laid down in Article I.2.3.
II.15.3.Prior to termination under point e), h) or k), the Contractor shall be given the opportunity to
submit his observations.
Termination shall take effect on the date on which a registered letter with acknowledgment of
receipt terminating the Contract is received by the Contractor, or on any other date indicated in
the letter of termination.
II.15.4.Consequences of termination:
In the event of the ITER Organization terminating the Contract in accordance with this Article
and without prejudice to any other measures provided for in the Contract, the Contractor shall
waive any claim for consequential damages, including any loss of anticipated profits for
uncompleted work. On receipt of the letter terminating the Contract, the Contractor shall take
all appropriate measures to minimise costs, prevent damage, and cancel or reduce his
commitments. He shall draw up the documents required by the Contract for the tasks executed
up to the date on which termination takes effect, within a period not exceeding sixty days from
that date.
The ITER Organization may claim compensation for any damage suffered and recover any
sums paid to the Contractor under the Contract.
On termination the ITER Organization may engage any other contractor to complete the
services. The ITER Organization shall be entitled to claim from the Contractor all extra costs
incurred in making good and completing the services, without prejudice to any other rights or
guarantees it has under the Contract.
ARTICLE II.16 – TERMINATION BY NOTICE
The ITER Organization may, of its own volition and without being required to pay
compensation, terminate the Contract by serving a 15 days formal prior notice. Should the
ITER Organization terminate the Contract, the Contractor shall only be entitled to payment
corresponding to the services delivered before the termination date. On receipt of the letter
terminating the Contract, the Contractor shall take all appropriate measures to minimise costs,
prevent damage, and cancel or reduce his commitments. He shall draw up the documents
required by the Special Conditions for services rendered up to the date on which termination
takes effect, within a period not exceeding sixty days from that date.
ARTICLE II.17 – SUBSTANTIAL ERRORS, IRREGULARITIES AND FRAUD
ATTRIBUTABLE TO THE CONTRACTOR
Where, after the award of the Contract, the award procedure or the performance of the
Contract prove to have been subject to substantial errors, irregularities or fraud, and where
such errors, irregularities or fraud are attributable to the Contractor, the ITER Organization
may refuse to make payments, may recover amounts already paid or may terminate all the
contracts concluded with the Contractor, in proportion to the seriousness of the errors,
irregularities of fraud.
ARTICLE II.18 – JOINT AND SEVERAL LIABILITY IN CASE OF JOINT VENTURES/
CONSORTIA ETC.)
When the Contractor is a joint venture or consortium, all partners of such an undertaking agree
hereby to ITER Organization that they shall exercise and will continue to exercise, in the
performance of the Services and their other duties, obligations and liabilities pursuant to this
Contract, all such reasonable skill, care and diligence as may be expected of a properly qualified
and competent company experienced in carrying out work of a similar size, scope and
complexity to the services, and the other duties, obligations and liabilities of the Contractor
pursuant to this Contract in respect of the Services, and shall be jointly and severally liable to
ITER Organization for any failure.
ARTICLE II.19 – INSURANCES
The Contractor shall take out insurance against risks and damage relating to performance of
the Contract as required in the Contract and those required by the relevant applicable
legislation. He shall also take out supplementary insurance as reasonably required by standard
practice in the industry. A copy of all the relevant insurance contracts shall be sent to ITER
Organization should it so request.
ARTICLE II.20 – LIQUIDATED DAMAGES
Should the Contractor fail to perform his obligations under the Contract within the time limits
set by the Contract, then, without prejudice to the Contractor's actual or potential liability
incurred in relation to the Contract or to the ITER Organization's right to terminate the
Contract, the ITER Organization may decide to impose liquidated damages of a percentage of
the amount specified in Article I.3.1 per calendar day of delay. This percentage will be specified
in the Special Conditions. The Contractor may submit arguments against this decision within
thirty days of notification by registered letter with acknowledgement of receipt or equivalent. In
the absence of reaction on his part or of written withdrawal by the ITER Organization within
thirty days of the receipt of such arguments, the decision imposing the liquidated damages shall
become enforceable. The ITER Organization and the Contractor expressly acknowledge and
agree that any sums payable under this Article are in the nature of liquidated damages and not
penalties, and represent a reasonable estimate of fair compensation for the losses that may be
reasonably anticipated from such failure to perform obligations.
ARTICLE II.21 – AMENDMENTS
Any amendment to the Contract shall be the subject of a written agreement concluded by the
contracting parties. An oral agreement shall not be binding on the contracting parties.
ARTICLE II.22 – SUSPENSION OF THE CONTRACT
Without prejudice to the ITER Organization's right to terminate the Contract, the ITER
Organization may at any time and for any reason suspend execution of the tasks under the
Contract or any part thereof. Suspension shall take effect on the day the Contractor receives
notification by registered letter with acknowledgment of receipt or equivalent, or at a later date
where the notification so provides. The ITER Organization may at any time following
suspension give notice to the Contractor to resume the work suspended.
SIGNATURES
For the Contractor,
For the ITER Organization,
[Company name/forename/surname/function]
[forename/surname/function]
signature[s]: _______________________
signature[s]:_____________________
Done at [ ], [date]
Done at [ ], [date]
In duplicate in English.