ARTICLE 4. PRICE AND PAYMENT
All prices in this Order are on a firm fixed basis. The IMF, at its sole discretion,
may withhold all or any part of payments due if the Supplier breaches any of
its obligations hereunder.
ARTICLE 5. DELIVERY—ACCEPTANCE
All deliveries shall be at the Supplier's sole risk and expense to the Site
(including off-loading to an area designated by the IMF) unless otherwise specified
on the front page of this Order. All deliveries shall be made to the address
on this order between the hours of 8:00 am and 5:00 pm, Monday to Friday; Saturdays,
Sundays and holidays excepted. No deliveries shall be accepted by anyone other
than authorized Receiving personnel or their delegates. IMF's acceptance shall
take place upon delivery in accordance with the terms of this Order, subject
to the IMF's right to reject non-conforming Deliverables (goods, equipment
and/or services to be furnished by the Supplier) and provided that the IMF
has had the opportunity to physically inspect the Deliverables. Until the IMF's
acceptance of the Deliverables, the Supplier shall insure at its cost such
Deliverables to their full replacement value. Upon IMF acceptance of the Deliverables
risk of loss thereof shall pass to the IMF.
ARTICLE 6. WARRANTY AND GUARANTEES
The Supplier warrants that all Deliverables furnished and performed hereunder,
are free from defect in design, material or workmanship and conform to all
requirements of this Order; are subject to all warranties expressed or implied
by law; are merchantable; are of first class quality and material; are suitable
for the purpose ordinarily intended and for the anticipated use thereof as
expressed by the IMF. At any time prior to the expiration of the Supplier's
stated warranty for the Deliverables, the Supplier shall promptly repair or
replace, at the IMF's option, all defective Deliverables at the Supplier's
sole expense. The IMF may, in its sole discretion, direct that repair or replacement
shall be accomplished at the place of intended use of the Deliverables. The
Supplier's warranties shall survive the IMF's acceptance and payment.
ARTICLE 7. ASSIGNMENT—SUBCONTRACTS
This Order (including the Supplier's right to receive payment hereunder) shall
not be assigned or subcontracted in whole or part by the Supplier without the
IMF's prior written consent.
ARTICLE 8. THE SUPPLIER'S RESPONSIBILITY
The Supplier shall indemnify and hold harmless the IMF for any and all liability,
loss and damage arising from or in connection with (i) any negligent or willful
act or omission; (ii) any infringement of any patent, copyright or trademark;
or (iii) any breach of or failure, to perform any covenant, agreement, obligation
or duty under this Order, by the Supplier, its employees or agents (including,
without limitation, all lawyers' fees and expenses).
ARTICLE 9. TERMINATION
Time is of the essence in this Order.
In the event of any breach by, or failure of the Supplier to comply with any
of the terms of this Order, or any of the Supplier's obligations under this
Order and if within five (5) days after receipt of written notice from the
IMF the Supplier fails to remedy such default, the IMF may terminate this Order
in whole or in part and/or set-off any amounts otherwise due to the Supplier
under this Order against any loss or damage the IMF may sustain as a result
of such default.
The IMF may, at its sole option, terminate this Order for convenience in whole
or in part. Termination shall be effected by a written notice to the Supplier
specifying that termination is for the convenience of the IMF, the extent to
which performance of the Deliverables under this Order is terminated, and the
date upon which such termination is to become effective (which in no event
shall be earlier than seven (7) days from receipt of such notice). In the event
of such termination the exclusive remedy of the Supplier will be for payment
for Deliverables completed prior to the effective date of termination.
ARTICLE 10. CONFIDENTIALITY
This Order is strictly confidential and shall not be disclosed to any third
party without the prior written consent of the IMF. No references to articles
or services provided to the IMF are to be made by the Supplier in any advertising
or promotional materials without the prior written permission of the IMF.
ARTICLE 11. PUBLICITY
The Supplier agrees not to refer to awards in commercial advertising which
states or implies that the Deliverables provided are endorsed or preferred
by the IMF or are considered by the IMF to be superior to other Deliverables.