4. General Conditions of Contract (GCC)

1 4. General Conditions of Contract (GCC). SUMMARY. 1. Definitions .. 3. 2. 3. 3. Country of Origin .. 3. 4. Standards .. 4. 5. Use of Contract Documents and Information, Inspection and Audit by 4. 6. Patent 4. 7. Performance Security .. 4. 8. Inspections and Tests .. 5. 9. Packing and Marking for Shipment.. 6. 10. Delivery and 8. 11. Insurance .. 8. 12. Transportation .. 9. 13. Incidental Services .. 9. 14. Spare Parts ..10. 15. Warranty ..10. 16. Claims ..10. 17. Payment .. 11. 18. 11. 19. Change Orders .. 11. 20. Contract Amendments ..13. 21. 22. Subcontracts ..13. 23. Delays in the Supplier's Performance ..13. 24. Liquidated 25. Termination for Default ..14. 26. Force 27. Termination for Insolvency ..15. 28. Termination for Convenience ..15. 29. Resolution of Disputes ..15. 30. Governing Language ..16. 31. Applicable Law ..16. 32. Notices ..16. 33. Taxes and Duties ..16. 34. Effectiveness of the Contract and Miscellaneous ..16. 1..16. 35. Ethics Clauses ..17. 2. 1. Definitions In this Contract , the following terms shall be interpreted as indicated: (a) The Contract means the agreement entered into between the Purchaser and the Supplier, as recorded in the Contract Agreement signed by the both parties, including all attachments and appendices thereto and all documents incorporated by reference therein.

2 (b) The Contract Price means the price payable to the Supplier under the Contract for the full and proper performance of its contractual obligations. (c) The Goods means all of the equipment, machinery, and/or other materials that the Supplier is required to supply to the Purchaser under the Contract . (d) Related Services means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services, such as installation, commissioning, provision of technical assistance, training, and other such obligations of the Supplier covered under the Contract . (e) GCC means the General Conditions of Contract contained in this section. (f) The Purchaser means the organization purchasing the Goods and Related Services, as named in SCC. (g) The Purchaser's country is the hashemite kingdom of Jordan. (h) The Supplier means the individual, firm or consortium of firms supplying the Goods and Related Services under this Contract , as named in SCC.

3 (i) The DGCS means the Directorate- General for Development Cooperation of the Italian Ministry of Foreign Affairs. (j) The Project Site , where applicable, means the place or places named in SCC. (k) Day means calendar day. (l) Italian Agent Bank means the financial institution that will be involved in the payment operations, as named in SCC. 2. Application These General Conditions shall apply to the extent that they are not superseded by provisions of other parts of the Contract . 3. Country of The tender is reserved to Italian enterprises only. The Goods and Origin Services to be supplied under the Contract must have their origin in Italy or supplied through Italian companies for at least 85% (eight five) of the overall Contract Price, where the country of origin is limited to European Union, Canada, Japan or the USA, provided Italian origin should amount for no less than 10% of the overall Contract Price The remaining Goods and Services 15%. (fifteen) supplied under the Contract may have their origin in Jordan, and/or in other developing countries.

4 For purposes of this Clause, origin means the place where the 3. Goods were mined, grown, or produced, or from which the Services are supplied. Goods are produced when, through manufacturing, processing, or substantial and major assembly of components, a commercially recognized new product results that is substantially different in basic characteristics or in purpose or utility from its components. The origin of Goods and Services is distinct from the nationality of the Supplier. 4. Standards The Goods supplied under this Contract shall conform to the standards mentioned in the Technical Specifications, and, when no applicable standard is mentioned, to the authoritative standards appropriate to the Goods' country of origin. Such standards shall be the latest issued by the concerned institution. 5. Use of Contract The Supplier shall not, without the Purchaser's prior written Documents and consent, disclose the Contract , or any provision thereof, or any Information, specification, plan, drawing, pattern, sample, or information Inspection and furnished by or on behalf of the Purchaser in connection therewith, Audit by DGCS to any person other than a person employed by the Supplier in the performance of the Contract .

5 Disclosure to any such employed person shall be made in confidence and shall extend only as far as may be necessary for purposes of such performance. The Supplier shall not, without the Purchaser's prior written consent, make use of any document or information enumerated in GCC Sub-Clause except for purposes of performing the Contract . Any document, other than the Contract itself, enumerated in GCC. Sub-Clause shall remain the property of the Purchaser and shall be returned (in all copies) to the Purchaser on completion of the Supplier's performance under the Contract if so required by the Purchaser. The Supplier shall permit DGCS to inspect the Supplier's accounts and records relating to the performance of the Contract and to have them audited by the auditors appointed by DGCS, if so required by DGCS. 6. Patent Rights The Supplier shall indemnify the Purchaser against all third-party claims of infringement of patent, trademark, or industrial design rights arising from use of the Goods or any part thereof in the Purchaser country.

6 7. Performance Upon DGCS and Jordanian Authorities no-objection to the Security Contract , the Purchaser will notify in writing the Supplier. Within 30 (thirty) calendar days from the receipt of such notification, the Supplier shall send a written confirmation, together with the Performance Security, to the Purchaser. The amount of the Performance Security is specified in SCC. 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 . 4. The performance security shall be denominated in the currency of the Contract , as indicated in the SCC, and shall be in one of the form of a bank guarantee issued by: (i) a reputable bank located in Italy or, (ii) a reputable bank abroad acceptable to the Purchaser through a reputable Bank located in the European Union countries , in the form provided in the Section 8, Sample Form No. 6. The performance security will be discharged by the Purchaser and returned to the Supplier not later than 30 (thirty) calendar days following the date of completion of the Supplier's performance obligations under the Contract , including any warranty period according to GCC Clause 15.

7 8. Inspections and The Purchaser shall have the right to inspect and/or to test the Tests Goods to confirm their conformity to the Contract specifications at no extra cost to the Purchaser. The SCC and the Technical Specifications shall specify what inspections and tests the Purchaser requires and where they are to be conducted. The Purchaser shall notify the Supplier in writing, in a timely manner, of the identity of any representatives retained for these purposes. The inspections and tests may be conducted on the premises of the Supplier or its subcontractor/s, at point of delivery, and/or at the Goods' final destination. If conducted on the premises of the Supplier or its subcontractor/s, all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Purchaser. Should any inspected or tested Goods fail to conform to the Specifications, the Purchaser may reject the Goods, and the Supplier shall either replace the rejected Goods or make alterations necessary to meet specification requirements free of cost to the Purchaser.

8 The Purchaser's right to inspect, test and, where necessary, reject the Goods after the Goods' arrival in the Purchaser country shall in no way be limited or waived by reason of the Goods having previously been inspected, tested, and passed by the Purchaser or its representative prior to the Goods' shipment from the country of origin. Nothing in GCC Clause 8 shall in any way release the Supplier from any warranty or other obligations under his Contract . The Supplier shall have the manufacturer, before making delivery, carry out a precise and comprehensive inspection of the Goods regarding quality, specification, performance, quantity and weight and issuance a Quality and Quantity Certificate certifying that the Goods are in conformity with the stipulations in the Contract . The Quality and Quantity Certificate shall form an integral part of the documents to be presented for payment, but shall not be regarded as final with respect to quality, specification, performance, quantity and weight.

9 Particulars and results of the tests made by the manufacturer shall be shown in a statement to be attached to the 5. Quality and Quantity Certificate. After arrival of the Goods at the Project Site, the Purchaser shall apply for the local branch of General Administration of Quality Supervision Inspection and Quarantine of the Government of hashemite kingdom of Jordan (hereinafter called the Inspection Authority ) for inspection of the Goods with respect to quality, specification, quantity and weight and a Post-delivery Inspection Certificate shall be issued therefore. Should the Inspection Authority find any discrepancies are found by regarding specification or quantity or both, the Purchaser shall have the right to make a claim against the Supplier within 90 (ninety) calendar days after arrival of the Goods at the site. In case there will be more than one delivery of the Goods, the inspection operations described here above can take place after each arrival. After the issuance of the Post-Delivery Certificate by the Inspection Authority the Purchaser shall issue a Cargo Receipt to the Supplier.

10 If, during the warranty period specified in GCC Sub-Clause and as a result of inspection by the Inspection Authority or otherwise, it is found that the quality or specifications of the Goods are not in conformity with the Contract or if the Goods are proven to be defective for any reason, including latent defects or the use of unsuitable materials, the Purchaser shall promptly notify the Supplier of the existence of a claim. If, upon expiry of the warranty period or, where there is more than one such period, upon expiry of the latest period, and when all defects or damage have been rectified, it is found that the quality and the specification of the Goods are in conformity with the Contract and the Goods are proved not to be defective, the Purchaser will issue a Final Acceptance Certificate to the Supplier no later than 30 (thirty) calendar days after expiry of the warranty period. The Contract shall not be considered to have been performed in full until the Final Acceptance Certificate has been issued.