General Provisions
GENERAL PROVISIONS
Article 1 - Nature and Interpretation of Contract
(a) The Contractor shall, for the purposes of this Contract, have the status of an independent contractor and shall be fully responsible, in particular, for acts or omissions of his employees. The Contractor and his employees shall conform to all applicable laws and regulations; he shall promptly correct any violations thereof and shall keep the Organization informed of any conflicts or problems arising in relation to the authorities of the country concerned.
(b) The Contractor shall have the sole and full responsibility for the performance of his obligations under this Contract; except as may be provided for in this Contract or in a written authorization by the Organization, the Contractor shall not enter into any subcontracts or otherwise assign, transfer or charge to any third party any of his rights or obligations under this Contract.
(c) Nothing in this Contract or relating thereto shall be construed as constituting a waiver or privileges or immunities of the Organization, nor as conferring any privileges or immunities on the Contractor or his employees.
(d) No official, employee, or other representative of the Organization shall have any share in this Contract, or receive any benefit therefrom.
(e) In the event of any conflict or inconsistency between the provisions of Section I and Section II of this Contract, the former shall prevail.
Article 2 - Delays and Defaults
(a) If there should be any delay in the performance of this Contract or any part thereof, the Contractor shall notify the Organization in writing giving the cause, such notification to reach the Organization no later than ten days after the date on which the delay is known by the Contractor.
(b) If the Contractor is unable to obtain any materials or services necessary for the performance of the Contract from his normal sources of supply, he shall remain liable for any delays when equivalent material or services can be obtained from other sources in good time.
(c) In any event, if the Contractor fails to make delivery of the material or to complete items or services required within the time specified in the Contract, or within any extension that may be granted, the Organization may, without prejudice to any further rights it may have under this Contract and in particular under Article 8 of this Section:
(i) Suspend or cancel the right of the Contractor to proceed further with any items or services - or part thereof - in which there has been a delay;
(ii) Obtain elsewhere upon such terms and conditions as may be deemed appropriate, replacement items or services similar to those which the Contractor failed to provide; and
(iii) Make a corresponding adjustment to the consideration payable to the Contractor;
provided, however, that the Contractor shall continue performance of the Contract to the extent not suspended or cancelled under the provisions of this paragraph.
(d) The Contractor shall be liable for any excess costs or damage caused to the Organization by a failure or delay on the part of the Contractor in the performance of his obligations under the Contract, except where such failure or delay is due to:
(i) causes which are attributable to the Organization;
(ii) any unforeseen cause beyond the control of and without the fault or negligence of the Contractor, including but not limited to acts of God, acts of Governments, fires, floods, epidemics, quarantine restrictions, strikes, lock-outs, and freight embargoes.
(e) If, in the event of a default by the Contractor or a delay attributable to him, the Organization is of the opinion that the determination of actual excess costs or damages, or any part thereof, incurred by the Organization is not practicable, the Organization may require the Contractor to pay, in lieu of or in addition to actual damages, as the case may be, the amount specified in, or to be calculated in accordance with, the relevant provision of Section 1 of this Contract, as fixed, agreed and liquidated damages for the duration of the delay or default.
(f) The Organization shall determine the effects of any delay or default particularly in regard to an adjustment of the consideration due to the Contractor and to excess cost or damages caused to the Organization and its findings shall be binding, provided always that the Contractor shall have the right to avail himself of the provisions of Article 5 of the section.
(to be continued)